Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SUNBEAM CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 25-1638266
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
1615 South Congress Avenue
Suite 200
Delray Beach, Florida 33445
(Address of Principal Executive Offices) (Zip Code)
-----------
Stock Option Plan for Albert J. Dunlap
Stock Option Plan for Russell A. Kersh
(Full title of the Plans)
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[NAME]
Sunbeam Corporation
1615 South Congress Avenue
Suite 200
Delray Beach, Florida 33445
(Name and address of agent for service)
(561) 243-2100
(Telephone number, including area code, of agent for service)
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Copies to:
KAREN C. WIEDEMANN, ESQ.
Reboul, MacMurray, Hewitt, Maynard & Kristol
45 Rockefeller Plaza
New York, N. Y. 10111
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share price fee
- --------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 2,500,000 $12.25 $30,625,000 $ 9,280
250,000 14.26 3,565,000 1,080
1,411,122 27.31(1) 38,537,742 11,678
--------- ---------- -------
4,158,122 $73,383,182 $22,038
<FN>
- ----------
(1) Calculated pursuant to Rule 457(c) and 457(h) using the average of the
high and low sales prices reported on the New York Stock Exchange on
January 31, 1997.
</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE
----------------
This Registration Statement has been prepared in accordance
with the requirements of Form S-8 under the Securities Act of 1933, as amended
(the "Act") to register shares of common stock, $.01 par value ("Common Stock")
of Sunbeam Corporation (the "Registrant") issuable pursuant to the Registrant's
Stock Option Plan for Albert J. Dunlap and Stock Option Plan for Russell A.
Kersh (collectively, the "Plans"). Each of the Plans is contained in an
employment agreement between the Registrant and the individual named in such
Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1) under the Act, an information
statement containing the information specified in Part I of Form S-8 (an
"Information Statement") will be distributed to participants under each Plan.
Such Information Statement, taken together with the documents incorporated by
reference herein pursuant to Item 3 of Part II below, constitutes a prospectus
meeting the requirements of Section 10(a) of the Act pursuant to Rule 428(a)(1)
under the Act, and such Information Statement is hereby incorporated by
reference in this Registration Statement.
Under cover of this Form S-8 is a reoffer prospectus prepared
in accordance with Part I of Form S-3 under the Act (the "Reoffer Prospectus").
The Reoffer Prospectus may be utilized for reofferings and resales of up to
4,411,522 shares of Common Stock acquired by selling stockholders through
participation in the Plans or the Registrant's Amended and Restated Equity Team
Plan (the "Original Plan").
<PAGE>
REOFFER PROSPECTUS
SUNBEAM CORPORATION
4,411,522 SHARES
COMMON STOCK
This Reoffer Prospectus (the "Prospectus") relates to the
offering by certain selling stockholders (the "Selling Stockholders") of Sunbeam
Corporation (the "Company" or "Sunbeam") who may be deemed "affiliates" of the
Company (as such term is defined in Section 405 of the Securities Act of 1933,
as amended (the "Act")), of 4,411,522 shares of common stock, $.01 par value
("Common Stock") of the Company, which have been acquired by them (i) pursuant
to the exercise of options granted to them in connection with the Stock Option
Plan for Albert J. Dunlap and the Stock Option Plan for Russell A. Kersh (the
"Plans") or the Company's Amended and Restated Equity Team Plan (the "Original
Plan"), (ii) pursuant to grants of restricted stock from the Company to them in
connection with the Plans or (iii) by purchase of stock of the Company in
connection with the Plans or the Stock Option Plan for P. Newton White.
The Selling Stockholders may offer to sell the Common Stock
covered by this Prospectus from time to time, in one or more transactions, at
prices and upon terms then obtainable on the New York Stock Exchange or such
national securities exchange upon which the Common Stock is traded at the time
of such sales, in negotiated transactions, in a combination of such methods of
sale or otherwise. The Company will not receive any of the proceeds from such
sales. All expenses of registration incurred in connection with this offering
are being borne by the Company, but all brokerage commissions and other expenses
incurred by such Selling Stockholders will be borne by such Selling
Stockholders. See "Plan of Distribution." The Common Stock is listed on the New
York Stock Exchange under the symbol "SOC". On January 31, 1997, the closing
price of the Common Stock was $27.75 per share.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-----------
No person has been authorized to give any information or make
any representation in connection with this offering other than is contained in
this Prospectus, and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company or any Selling
Stockholder. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security offered hereby in any jurisdiction
to any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
However, if any material change occurs while this Prospectus is required by law
to be delivered, this Prospectus will be amended or supplemented accordingly.
The date of this Prospectus is February 7, 1997.
<PAGE>
TABLE OF CONTENTS
Available Information..........................................................1
The Company....................................................................2
Use of Proceeds................................................................2
Selling Stockholders...........................................................2
Plan of Distribution...........................................................4
Legal Matters..................................................................4
Incorporation of Certain Documents by Reference................................4
Other Matters..................................................................5
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission (the "Commission") one or more Registration Statements (the
"Registration Statements") under the Act with respect to the shares of Common
Stock offered hereby. This Prospectus does not contain all the information set
forth in the Registration Statements. For further information, reference is made
to the Registration Statements and to the exhibits filed therewith. Each
statement made in this Prospectus referring to a document filed as an exhibit to
a Registration Statement or incorporated herein by reference is qualified by
reference to such document.
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith files reports and other information with the Commission. Reports,
proxy statements and other information filed by the Company can be inspected and
copied at public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices located at Seven World Trade Center, 13th Floor,
New York, New York 10048, and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained by mail from the Public Reference Section of the Commission, at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Commission
maintains a Web site (http://www.sec.gov) containing such information as filed
by registrants (including the Company) that file electronically. The Common
Stock of the Company is listed on the New York Stock Exchange. Reports, proxy
statements and other information filed by the Company with the Commission can be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
The Company will promptly furnish, without charge, to each
person to whom this Prospectus is delivered, upon written request of such
person, a copy of any and all the information that has been incorporated by
reference in this Prospectus (other than exhibits to such information, unless
such exhibits are specifically incorporated by reference into such information).
Requests for such copies should be directed to Sunbeam Corporation, 1615 South
Congress Avenue, Suite 200, Delray Beach, Florida 33445, Attn: Director,
Investor Relations, telephone number (561) 243-2100.
<PAGE>
THE COMPANY
Sunbeam is a leading designer, manufacturer and marketer of
branded consumer products. The Company's products include barbecue grills,
electric blankets and heated throws, health and personal care products, small
appliances, barber and beauty equipment, hair clippers, and animal care
products. The International Group is responsible for sales (primarily of small
appliances) in all countries other than the United States, Canada and Mexico.
Sunbeam products enjoy a long-standing reputation for quality and a majority of
the Company's sales are from products which hold the number one or two market
share in their respective product categories.
The Company was organized in 1989 and in September 1990,
Sunbeam acquired the assets and assumed certain liabilities, through a
reorganization, of Allegheny International, Inc., an entity operating as a
debtor-in-possession under Chapter 11 of the United States Bankruptcy Code since
1988. In August 1992, the Company completed a public offering of 20,000,000
shares of its common stock. In May 1995, the company changed its name from
Sunbeam-Oster Company, Inc. to Sunbeam Corporation.
RECENT DEVELOPMENTS
The Registrant issued a press release on January 29, 1997
regarding its earnings for the quarter and year ended December 29, 1996,
including a reference to extraordinary charges taken against earnings in
connection with the Registrant's restructuring plan. The information contained
in such press release, a copy of which is attached hereto as Exhibit 99.1, is
incorporated herein by reference.
In connection with the press release, the Registrant is filing
herewith certain "Cautionary Statements" for the purpose of establishing a
readily available document which may be referenced pursuant to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. Such
Cautionary Statements are attached hereto as Exhibit 99.2 and incorporated
herein by reference.
USE OF PROCEEDS
All of the shares of Common Stock are being offered by the
Selling Stockholders. The Company will not receive any proceeds from sales of
Common Stock by the Selling Stockholders.
SELLING STOCKHOLDERS
The Selling Stockholders consist of officers and directors of
the Company and P. Newton White, a former executive officer of the Company who
may sell up to 25,807 shares of Common Stock he acquired in connection with the
Stock Option Plan for P. Newton White. In the aggregate, such Selling
Stockholders may offer up to 3,000,000 shares of Common Stock which may be
acquired by them pursuant to the exercise of options granted to them under the
Plans or the Original Plan, (ii) up to 1,100,000 shares of Common Stock granted
to them on a restricted-stock basis under the Plans or the Original Plan and
(iii) up to 311,522 shares of Common Stock purchased by them pursuant to the
Plans or, as indicated, the Stock Option Plan for P. Newton White. As of January
31, 1997, (i) an aggregate 3,000,000 options have been granted to the Selling
Stockholders pursuant to the Plans or the Original Plan, of which, as of such
date, an aggregate 833,333 have vested and are fully exercisable and (ii) an
aggregate 1,100,000 shares of common Stock have been granted to the Selling
Shareholders on a restricted-stock basis under the Plans, of which, as of such
date, an aggregate 333,333 have vested and may be freely sold. The Common Stock
purchased by the Selling Stockholders are not subject to vesting and may be
freely sold, including the 25,807 shares held by Mr. White. There is no
assurance that any of the Selling Stockholders will sell any or all of the
Common Stock offered by them hereunder.
The following table sets forth: (i) the name and position of
each of the Selling Stockholders, (ii) the number of shares of Common Stock
beneficially owned by each Selling Stockholder as of January 31, 1997, (iii) the
number of shares of Common Stock that may be offered and sold by each Selling
Stockholder pursuant to this Prospectus and (iv) the amount and percentage of
the Common Stock to be owned by each Selling Stockholder after completion of
this offering. The inclusion in the table of the individuals named therein shall
not be deemed to be an admission that any such individuals are "affiliates" of
the Company.
2
<PAGE>
<TABLE>
<CAPTION>
Shares Owned
After Offering(1)
Shares Owned
as of Shares
Name and Position January 31, 1997(2) Offered Number Percentage
- ----------------- ---------------- ------- ------ ---------
<S> <C> <C> <C> <C>
Albert J. Dunlap 3,744,898 3,744,898 -- *
Chief Executive Officer,
Director, Chairman of
the Board
Russell A. Kersh 640,817 640,817 -- *
Executive Vice President
Finance and Administra-
tion, Director
P. Newton White 25,807 25,807 -- *
Former Executive Vice
President
Consumer Products
Worldwide
<FN>
- ----------
*Less than 1%
(1) Assuming all shares that may be offered hereby are sold and based on
88,581,117 shares outstanding at January 31, 1997.
(2) Includes shares of Common Stock underlying options granted to the Selling
Stockholders under the Plans, whether or not exercisable as of, or within
60 days of, January 31, 1997. Also includes shares of Common Stock granted
to the Selling Stockholders on a restricted stock basis whether or not such
shares have vested as of January 31, 1997.
</FN>
</TABLE>
3
<PAGE>
PLAN OF DISTRIBUTION
The distribution of the Common Stock by the Selling
Stockholders may be effected from time to time, in one or more transactions, at
prices and upon terms then obtainable on the New York Stock Exchange or such
national securities exchange upon which the Common Stock is traded at the time
of such sales, in negotiated transactions, in a combination of such methods of
sale or otherwise. In the event that one or more brokers or dealers sells Common
Stock it may do so by purchasing Common Stock as principal or by selling the
Common Stock as agent. If sales are made through brokers or dealers, commissions
and fees will be paid accordingly by the Selling Stockholders.
The Company and the Selling Stockholders may enter into
customary agreements concerning indemnification and the provision of information
in connection with the sale of the Common Stock.
LEGAL MATTERS
The partners of Reboul, MacMurray, Hewitt, Maynard & Kristol,
counsel to the Company in connection with the preparation of this Prospectus,
beneficially own an aggregate 7,500 shares of Common Stock. Howard G. Kristol, a
member of the firm, serves as a Director of the Company.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated in this Prospectus by reference the
following documents which have been filed with the Commission:
(a) the Company's Annual Report on Form 10-K for the year
ended December 31, 1995, as amended by Form 10-KA filed with the commission on
April 30, 1996;
(b) the Company's Quarterly Reports on Form 10-Q for the
periods ended March 31, 1996, June 30, 1996 and September 29, 1996 and the
company's Current Reports on Form 8-K filed on July 19, 1996, July 24, 1996 and
November 12, 1996; and
(c) the description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed with the Commission on
July 29, 1992 (incorporating by reference therein the information under the
heading "Description of Capital Stock - Common Stock" on page 39 of the
Company's Preliminary Prospectus dated July 20, 1992, forming a part of
Amendment No. 2 to the Company's Registration Statement on Form S-1 (File no.
33-47802)).
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Common Stock
hereby, shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document that also
is incorporated or 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
Prospectus.
4
<PAGE>
OTHER MATTERS
Section 145 of the Delaware General Corporation Law (the
"GCL") provides that a corporation may indemnify directors and officers as well
as other employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation (a
"derivative action")), if they acted in good faith and in a manner they
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 their conduct was unlawful. A similar provision is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The determination as to whether the
standard of conduct referred to above has been met must be made by (i) a
majority of disinterested directors, (ii) if there are no such directors, by
independent legal counsel in a written opinion or (iii) by the stockholders. To
the extent that a director, officer, employee or agent has been successful on
the merits in the defense of any action or derivative action referred to above,
Section 145 provides that such person shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred. The statute
further provides for the advancement of expenses upon an undertaking that such
advancement shall be repaid if it is ultimately determined that such person is
not entitled to be indemnified. Finally, the statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement or
otherwise. The Company's Bylaws require the Company to indemnify its officers
and directors to the fullest extent permitted under the GCL.
The Company's Certificate of Incorporation provides that no
director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL (involving certain unlawful dividends or unlawful stock
repurchases or redemptions) or (iv) for any transaction from which the director
derived an improper personal benefit.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions and agreements, the
Company has been informed that, in the opinion of the Commission, such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.
5
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
There are hereby incorporated by reference herein the
following documents which have been filed with the Securities and Exchange
Commission (the "Commission"):
(a) the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995, as amended by Form 10-KA filed with the Commission on
April 30, 1996;
(b) the Registrant's Quarterly Reports on Form 10-Q for the
periods ended March 31, 1996, June 30, 1996 and September 29, 1996 and the
Registrant's Current Reports on Form 8-K filed on July 19, 1996, July 24, 1996
and November 12, 1996; and
(c) the description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A filed with the Commission
on July 29, 1992 (incorporating by reference therein the information under the
heading "Description of Capital Stock- Common Stock" on page 39 of the
Registrant's Preliminary Prospectus dated July 20, 1992, forming a part of
Amendment No. 2 to the Registrant's Registration Statement on Form S-1 (File no.
33-47802)).
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto indicating that all securities offered have been sold or that deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document 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 that also is incorporated or 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.
---------------------------------------
The legality of the original issuance shares of Common Stock
registered hereby will be passed upon for the Registrant by Reboul, MacMurray,
Hewitt, Maynard & Kristol, partners of which beneficially own an aggregate 7,500
shares of Common Stock. Howard G. Kristol, a member of such firm, serves as a
Director of the Registrant.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------------------------------------------
Section 145 of the Delaware General Corporation Law (the
"GCL") provides that a corporation may indemnify directors and officers as well
as other employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an
2
<PAGE>
action by or in the right of the corporation (a "derivative action")), if they
acted in good faith and in a manner they 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 their conduct
was unlawful. A similar provision is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
actions, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The determination as to whether the standard of conduct
referred to above has been met must be made by (i) a majority of disinterested
directors, (ii) if there are no such directors, by independent legal counsel in
a written opinion or (iii) by the stockholders. To the extent that a director,
officer, employee or agent has been successful on the merits in the defense of
any action or derivative action referred to above, Section 145 provides that
such person shall be indemnified against expenses (including attorney's fees)
actually and reasonably incurred. The statute further provides for the
advancement of expenses upon an undertaking that such advancement shall be
repaid if it is ultimately determined that such person is not entitled to be
indemnified. Finally, the statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise. The
Registrant's By-laws require the Registrant to indemnify its officers and
directors to the fullest extent permitted under the GCL.
The Registrant's Certificate of Incorporation provides that no
director of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL (involving certain unlawful dividends or unlawful stock
repurchases or redemptions) or (iv) for any transaction from which the director
derived an improper personal benefit.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
------------------------------------
Not applicable.
Item 8. EXHIBITS.
---------
Exhibit
Number Description
- ------- -----------
4.1 Amended and Restated Certificate of Incorporation of Sunbeam
Corporation, incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended July 2,
1995
4.2 By-laws of Sunbeam Corporation, as amended, incorporated by
reference to Exhibit 3a to the Registrant's Quarterly Report
on Form 10-Q for the period ended September 29, 1996
4.3 Amended and Restated Sunbeam Corporation Equity Team Plan,
incorporated by reference to Exhibit 10e of the Registrant's
Quarterly Report on Form 10-Q for the period ended September
29, 1996
4.4 Employment Agreement dated as of July 18, 1996, by and between
the Registrant and Albert J. Dunlap, incorporated by reference
to Exhibit 10a to the Registrant's Quarterly Report on Form
10-Q for the period ended June 30, 1996
3
<PAGE>
4.5 Employment Agreement dated as of July 22, 1996, between the
Registrant and Russell A. Kersh, incorporated by reference to
Exhibit 10a to the Registrant's Quarterly Report on Form 10-Q
for the period ended September 29, 1996
4.6 Employment Agreement dated as of July 26, 1996, between the
Registrant and P. Newton White, incorporated by Reference to
Exhibit 10b to the Registrant's Quarterly Report on Form 10-Q
for the period ended September 29, 1996
4.7 Employment Agreement dated as of July 29, 1996, between the
Registrant and David C. Fannin, incorporated by reference to
Exhibit 10c to the Registrant's Quarterly Report on Form 10-Q
for the period ended September 29, 1996
5 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol with
respect to the legality of the securities being registered
23.1 Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol
(included in Exhibit 5)
23.2 Consent of Arthur Andersen L.L.P.
24 Powers of Attorney (included on signature page hereto)
99.1 Press Release dated January 29, 1997
99.2 Cautionary Statement
Item 9. UNDERTAKINGS.
-------------
(a) The 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 Securi- ties 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; notwithstanding the foregoing, any
increase or decrease in the volume of securities
offered (if the total dollar value of securities
offered would not exceed that which was registered)
and any deviation from the low or high and of the
estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20
percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration
Fee" table in the effective 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 registration statement is on
form S-3, S-8 or F-3, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic
4
<PAGE>
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
purposes of determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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 provisions described in Item 6 above, 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.
5
<PAGE>
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 Delray Beach, State of Florida, on the 7th day
of February, 1997.
SUNBEAM CORPORATION
By: /s/ Albert J. Dunlap
------------------------
Albert J. Dunlap
Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
Each person whose individual signature appears below hereby
authorizes Janet G. Kelley, Esq., his or her true and lawful attorney-in-fact
and agent in his or her name, place and stead, to execute in the name and on
behalf of such person, individually and in each capacity stated below, and to
file any and all amendments to this Registration Statement, including any and
all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Albert J. Dunlap Chairman of the Board, Chief Executive February 7, 1997
- ----------------------------------
Albert J. Dunlap Officer
/s/ Russell A. Kersh Executive Vice President, Finance and February 7, 1997
- ----------------------------------
Russell A. Kersh Administration, Director
/s/ Howard G. Kristol Director February 7, 1997
- ----------------------------------
Howard G. Kristol
/s/ Charles J. Thayer Director February 7, 1997
- ----------------------------------
Charles J. Thayer
/s/ Charles M. Elson Director February 7, 1997
- ----------------------------------
Charles M. Elson
/s/ Faith Whittlesley Director February 7, 1997
- ----------------------------------
Faith Whittlesley
/s/ Peter Langerman Director February 7, 1997
- ----------------------------------
Peter Langerman
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 Amended and Restated Certificate of Incorporation of Sunbeam
Corporation, incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended July 2,
1995
4.2 By-laws of Sunbeam Corporation, as amended, incorporated by
reference to Exhibit 3a to the Registrant's Quarterly Report
on Form 10-Q for the period ended September 29, 1996
4.3 Amended and Restated Sunbeam Corporation Equity Team Plan,
incorporated by reference to Exhibit 10e of the Registrant's
Quarterly Report on Form 10-Q for the period ended September
29, 1996
4.4 Employment Agreement dated as of July 18, 1996, by and between
the Registrant and Albert J. Dunlap, incorporated by reference
to Exhibit 10a to the Registrant's Quarterly Report on Form
10-Q for the period ended June 30, 1996
4.5 Employment Agreement dated as of July 22, 1996, between the
Registrant and Russell A. Kersh, incorporated by reference to
Exhibit 10a to the Registrant's Quarterly Report on Form 10-Q
for the period ended September 29, 1996
4.6 Employment Agreement dated as of July 26, 1996, between the
Registrant and P. Newton White, incorporated by Reference to
Exhibit 10b to the Registrant's Quarterly Report on Form 10-Q
for the period ended September 29, 1996
4.7 Employment Agreement dated as of July 29, 1996, between the
Registrant and David C. Fannin, incorporated by reference to
Exhibit 10c to the Registrant's Quarterly Report on Form 10-Q
for the period ended September 29, 1996
5 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol with
respect to the legality of the securities being registered
23.1 Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol
(included in Exhibit 5)
23.2 Consent of Arthur Andersen L.L.P.
24 Powers of Attorney (included on signature page hereto)
99.1 Press Release dated January 29, 1997
99.2 Cautionary Statement
EXHIBIT 5
REBOUL, MACMURRAY, HEWITT, MAYNARD & KRISTOL
45 Rockefeller Plaza
New York, New York 10111
Telephone: (212) 841-5700
Telecopier: (212) 841-5725
February 7, 1997
Sunbeam Corporation
1615 South Congress Avenue
Suite 200
Delray Beach, Florida 33445
Sunbeam Corporation
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Sunbeam Corporation, a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement"), filed under the Securities Act of 1933
(the "Act"), relating to the offering of up to 2,750,000 shares of its Common
Stock, $.01 par value (the "Shares"), pursuant to the Company's Stock Option
Plan for Albert J. Dunlap and Stock Option Plan for Russell A. Kersh (the
"Plans").
In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including the Company's Amended and
Restated Certificate of Incorporation, the By-Laws of the Company, as amended,
and the Plans.
Based upon the foregoing, we are of opinion that:
<PAGE>
1. The Company has been duly organized and is validly existing
as a corporation under the laws of the State of Delaware.
2. The Shares have been duly authorized and, when issued and
sold upon the exercise of options granted in accordance with the terms of the
Plans will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the reference to our firm under the heading
"Interests of Named Experts and Counsel" in the Registration Statement. By
giving the foregoing consent, we do not admit that we come within the category
of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Reboul, MacMurray, Hewitt,
Maynard & Kristol
2
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 of our
report dated January 29, 1996 included in Sunbeam Corporation's Form 10-K for
the year ended December 31, 1995 and to all references to our Firm included in
this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida
February 5, 1997
Exhibit 99.1
FOR IMMEDIATE RELEASE
- ---------------------
SUNBEAM CORPORATION ANNOUNCES CONCLUSION OF COST CUTTING
PHASE; REPORTS FULL YEAR AND FOURTH QUARTER 1996 RESULTS
Delray Beach, FL - January 29, 1997 - Sunbeam Corporation
(NYSE: SOC) announced today that it has essentially concluded the cost cutting
phase of the Sunbeam turnaround during the fourth quarter of 1996. Al Dunlap,
Sunbeam's Chairman and CEO, stated, "I've been with the Company for six months,
and in that time Sunbeam's cost structure and growth strategy have been greatly
changed. I've assembled a first rate management team and we have all moved at an
incredible pace to ensure that Sunbeam will be a dramatically stronger company
in 1997"
The Company also announced results for the fourth quarter 1996
which reflect the one time costs necessary to implement the Company's previously
announced (November 12, 1996) $225 million cost savings plan. Full year sales of
$984.2 million were 3% below prior year sales of $1,016.9 million, and fourth
quarter sales of $268.9 million represent a decrease of 5% from $284.1 million
reported for the fourth quarter of 1995 (all sales amounts exclude the Company's
outdoor furniture product line which has been identified for divestiture). As
expected, the Company recorded a per share loss of ($2.75) for the full year,
including ($2.66) per share relating to restructuring and special charges,
compared to full year earnings per share of $.61 reported in 1995. Losses for
the fourth quarter 1996 were
<PAGE>
($2.79) per share including restructuring and special charges, compared to
breakeven earnings in the fourth quarter of 1995.
Approximately 22% of the restructuring and special charges,
$75 million, impacts cash through payments of severance and other employee
related costs, lease obligation and other plant costs associated with the
rationalization of facilities. The remaining restructuring and special charges
are non-cash in nature, consisting primarily of asset and inventory write-downs,
increases in several reserve categories and losses anticipated to be incurred
from divestiture of non-core businesses.
As noted above, the Company has virtually completed the cost
cutting initiatives related to the November restructuring and regrowth
announcement. Excluding businesses currently for sale, all headcount goals
(reduce to 6,000), warehouse utilization goals (reduce originally to 24, then
lowered further to 18) and facility consolidation goals (reduce to 8) have been
essentially met or exceeded. In addition, Sunbeam, in December, completed the
consolidation of six domestic headquarters into one, creating a much more
efficient and effective structure. With respect to businesses identified to be
divested, the Company completed the sale of its decorative bedding line in
December and has recently signed an agreement to sell its time and temperature
business to investors led by The CIT Group. The remaining businesses currently
for sale, outdoor furniture, Counselor(R) and Borg(R) scales and the Biddeford
textile factory are expected to be sold during the first quarter of 1997.
<PAGE>
Mr. Dunlap stated, "Over the past few months, our goal has
been to enter 1997 as a tremendously improved Company, positioned for growth
with a globally competitive cost structure. We have accomplished that goal in
record time and our energies are now entirely focused on executing the growth
phase of the plan. In the next three years, our goal is to double the Company's
sales from $1 billion to $2 billion and to increase operating margins to 20%. We
also have set a goal of tripling our international sales from under $200 million
to $600 million over the same time frame. Additionally, our goal is to achieve a
25% return on equity in each of the next three years, and we expect to be net
debt free by the end of this year."
Sunbeam has been moving rapidly to implement the specific growth
initiatives defined in its restructuring and regrowth announcement and is on
track or ahead of each growth goal outlined. The regrowth plan called for the
Company to add 15 international distributors or licensing agreements and to
introduce 40 new international products before the end of the first quarter. The
Company already has exceeded its new international product goals, introducing 42
new 220 volt products in December, and is on its way to achieving its
distributor/licensing goals, having completing six such agreements to date.
Additionally, the Company opened four outlet retail stores in the fourth
quarter, two more than stated in the regrowth plan for that period.
Another major aspect of the regrowth plan is the
<PAGE>
introduction of 30 new domestic products each year. "We unveiled the first of
the new products," said Mr. Dunlap, "to our customers at the January Houseware
Show in Chicago, such as the Custom Blend coffee maker, home soft serve ice
cream machine and clinical quality blood pressure monitors. We also have two
additional major retailer shows this year, the Gourmet Show and the Hardware
Show, at which we will be introducing new products that will be drivers in
Sunbeams future growth."
The Company is also well into its brand repositioning
strategy, led by a major new advertising campaign and new packaging. The first
wave of advertising, $12 million in the fourth quarter, has already increased
Sunbeam's brand relevance with consumers by 25%. Sunbeam will continue to
advertise throughout 1997 at unprecedented levels and, in fact, the new first
quarter television commercials began running two weeks ago. Complementing the
new advertising program, new Sunbeam(R) and Oster(R) packaging will begin
hitting the shelves this spring. The new packaging designs are clean and
powerful and will help build brand loyalty as both brands will be easily
identifiable. All Sunbeam(R) branded products will have the same distinctive
package design, and all Oster(R) products will have the same distinctive design
(separate from Sunbeam(R)).
Dunlap concluded, "We have put the old Sunbeam behind us. I
expect 1997 to be a year of regrowth for the Company. We will move just as
rapidly to implement all the growth aspects of our plan as we did the cost
cutting. We have aligned the
<PAGE>
interests of our Board of Directors, management and all domestic employees with
the interests of our shareholders. Our Board is now paid entirely in stock, our
management is heavily incentivized with stock options and, last week, we issued
stock options to all domestic employees, from factory workers to clerical staff.
There is most definitely a new Sunbeam shining"
CAUTIONARY STATEMENT -- Statements contained in this release,
including statements relating to the Company's expectations regarding
anticipated performance in the future, are "forward looking statements," as such
term is defined in the Private Securities Litigation Reform Act of 1995. Actual
results could differ materially from the Company's statements in this release
regarding its expectations, goals or projected results, due to various factors,
including those set forth in the Company's Cautionary Statements in Sunbeam's
reports on Form 8-K, filed with the Securities and Exchange Commission on
January 29, 1996 and on November 12, 1996.
Sunbeam Corporation is a leading consumer products company
that designs, manufactures and markets, nationally and internationally, a
diverse portfolio of brand name products. The Company's Sunbeam(R) and Oster(R)
brands have been household names for generations, both domestically and abroad,
and the Company is a market leader in many of its product categories.
***************
Contact: Media: Investors:
Helen Sanders John DeSimone
(202) 783-4600 (561) 243-2100
<PAGE>
Sunbeam Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except EPS)
<TABLE>
<CAPTION>
Year Ended Three Months Ended
------------------------ ----------------------
December December December December
29, 1996 31, 1995 29, 1996 31, 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $ 984.2 $ 1,016.9 $ 268.9 $ 284.1
Cost of goods sold 900.6 (a) 809.1 309.3 (a) 238.0
-------- --------- -------- ----------
Gross profit (deficit) 83.6 207.8 (40.4) 46.1
% of sales 8.5% 20.4% (15.0%) 16.2%
Selling, general &
administrative expense 216.1 (b) 137.5 96.2 (b) 42.3
Restructuring, impairment
and other costs 154.9 -- 154.9 --
-------- --------- -------- ----------
Operating earnings
(loss) (287.4) 70.3 (291.5) 3.8
% of sales (29.2%) 6.9% (108.4%) 1.3%
Interest expense 13.6 9.4 3.7 2.2
Other (income) expense, net 1.6 0.2 (1.8) 1.6
-------- --------- -------- ----------
Earnings (loss) from
continuing operations
before income taxes (302.6) 60.7 (293.4) 0.0
Income taxes (benefit) (105.9) 23.1 (102.9) (1.7)
-------- --------- -------- ----------
Earnings (loss) from
continuing operations (196.7) 37.6 (190.5) 1.7
Earnings (loss) from
discontinued operations,
net of tax 0.8 12.9 (11.8) (1.6)
Estimated loss on sale of
discontinued operations,
net of tax (32.4) -- (32.4) --
-------- --------- -------- ----------
Net earnings (loss) ($ 228.3) $ 50.5 ($ 234.7) $ 0.1
======== ========= ======== ==========
<PAGE>
Earnings (loss) per
share from continuing
operations ($2.37) $ 0.45 ($ 2.27) $ 0.02
======== ========= ======== ==========
Earnings (loss) per share ($2.75) $ 0.61 ($ 2.79) $ 0.00
======== ========= ======== ==========
Average number of common
shares outstanding 83.0 82.8 84.1 82.4
</TABLE>
(a) Includes special charges of $92.3
(b) Includes special charges of $42.5
<PAGE>
Sunbeam Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(in millions)
Year Ended
December 29, December 31,
1996 1995
------------ --------
OPERATING ACTIVITIES
Net earnings (loss) ($ 228.3) $ 50.5
Depreciation and amortization 46.5 39.1
Deferred income taxes (77.1) 20.8
Estimated loss on sale of
discontinued operations 32.4 --
Restructuring, impairment and other costs 154.9 --
Other non-cash special charges 128.8 --
Decrease from changes in working
capital and other (43.0) (28.9)
------- -------
14.2 81.5
INVESTING ACTIVITIES
Capital expenditures (75.3) (140.1)
Change in investments restricted -- 45.8
for plant contruction
Purchase of product lines -- (13.0)
Other (1.0) --
------- -------
(76.3) (107.3)
FINANCING ACTIVITIES
Net borrowings under revolving
credit facility 30.0 40.0
Issuance of long-term debt 11.5 --
Purchase of shares for treasury -- (13.1)
Sale of treasury stock 4.6 --
Payment of debt obligations (1.8) (0.6)
Proceeds from exercise of
warrants and options 4.7 9.8
Other (3.7) (8.3)
------- -------
45.3 27.8
------- -------
Net increase (decrease) in cash
and cash equivalents (16.8) 2.0
Cash and cash equivalents,
beginning of period 28.3 26.3
------- -------
Cash and cash equivalents,
end of period $ 11.5 $ 28.3
========= =========
<PAGE>
Sunbeam Corporation and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions)
December 29, December 31,
1996 1995
----------- ------------
ASSETS
Current assets:
Cash and cash equivalents $ 11.5 $ 28.3
Receivables, net 213.4 216.2
Inventories 162.3 209.1
Net assets of discontinued operations
and other assets held for sale 102.8 101.6
Deferred income taxes 93.7 26.3
Prepaid and other 40.4 19.6
----------- ------------
Total current assets 624.1 601.1
Property, plant and equipment, net 220.1 287.1
Trademarks and trade names, net 200.3 214.0
Non-operating and other assets 28.2 56.5
----------- ------------
$ 1,072.7 $ 1,158.7
========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term and current portion of
long-term debt $ 0.9 $ 1.2
Accounts payable 107.3 94.2
Restructuring accrual 63.8 13.8
Other current liabilities 99.5 80.2
----------- ------------
Total current liabilities 271.5 189.4
Long-term debt 201.1 161.1
Deferred income taxes 52.3 76.9
Non-operating and other long-term liabilities 152.5 130.3
Shareholders' equity 395.3 601.0
----------- ------------
$ 1,072.7 $ 1,158.7
=========== ============
EXHIBIT 99.2
CAUTIONARY STATEMENTS
Information provided by Sunbeam Corporation (the "Company") from time
to time may contain certain "forward-looking" information, as that term is
defined in the Private Securities Litigation Reform Act of 1995, as the same may
be amended (herein the "Act") and in releases made by the Securities and
Exchange Commission ("SEC") from time to time. These Cautionary Statements are
being made pursuant to the Act, with the intention of obtaining the benefits of
the "Safe Harbor" provisions of the Act. The Company cautions investors that any
forward-looking statements made by the Company are not guarantees of future
performance and that actual results may differ materially from those in the
forward-looking statements as a result of various factors.
These Cautionary Statements are being made and filed with the SEC
contemporaneously with the Company's release of its financial statements for the
quarter and year ended December 29, 1996. The Company's financial success
depends upon numerous factors, including without limitation a detailed
restructuring plan (the "Plan"), the success of which is itself dependent upon
<PAGE>
the successful completion of a number of actions which the Company expects will
improve its future financial performance. It is possible, however, that certain
of these actions may not be successfully completed for a variety of reasons, and
therefore that future financial results may differ materially from those
anticipated by the Company. The Company wishes to advise investors of the
following risks to the Plan:
The Company plans to close various facilities, reduce employment levels
and consolidate production capacity. These actions are scheduled to be completed
on an accelerated timetable. If the Company is unable to complete such actions
within anticipated time frames, the full benefits of cost reductions may not be
realized as quickly as anticipated by the Company or possibly may not be
realized at all. Many factors could delay or materially affect realization of
the anticipated benefits of cost reduction initiatives, including failure of
Company personnel or of third parties to perform in a timely manner, events of
force majeure or other circumstances which could prevent or delay
implementation. Any material failure of the Company to reduce costs to the
extent anticipated by the Company (or within the time frames anticipated by the
Company) would likely have an adverse effect on anticipated future financial
results, which effect could be material.
The Company has announced plans to sell certain non-core businesses to
third parties. It anticipates receiving proceeds from these sales and also
anticipates that the sales will further reduce the costs of its ongoing
business. If the Company is unsuccessful in disposing of any or all of these
non-core businesses, or if it fails to realize disposition proceeds in amounts
anticipated by the Company, or if such dispositions are not completed within the
time frames anticipated by the Company, such events would likely have an adverse
effect on future financial results, which effect could be material.
The Company expects to substantially increase the amount of business
conducted by it outside North America. If the Company fails to achieve
anticipated market penetration in areas of the world into which the Company
currently expects to expand its sales, such event is likely to have an adverse
effect on the Company's future financial performance, which effect could be
material. Expansion of the Company's sales in foreign markets depends upon many
factors, including the states of economies in foreign countries, the strength of
consumer demand in those countries for products which the Company sells (or
expects to sell in those markets), the strength of competition from other global
consumer products companies and other factors which may negatively affect the
Company's anticipated performance in those markets.
<PAGE>
The Company currently has significant sales in such economies as those
of Mexico and Venezuela, both of which economies have been unstable or
hyperinflationary in recent years. The economies of other foreign countries
important to the Company's expansion plans could suffer similar instability in
the future. Such factors as new tariffs, changes in monetary policies,
inflation, governmental instability and similar matters could negatively affect
the Company's anticipated performance in foreign markets. The occurrence of any
of these circumstances could have an adverse effect on future financial
performance, which effect could be material.
A significant portion of the cost of goods manufactured by the Company
in North America is raw material cost. The Company is implementing changes in
its purchasing function which the Company anticipates will enable it to purchase
raw materials more efficiently and economically than it has in the past. The
success of the Company purchasing initiatives may be affected by many factors
beyond the Company's control, such as commodity pricing generally and higher
prices for the specific raw materials required by the Company. In addition, the
Company's initiatives to reduce the cost of raw materials simply may not achieve
savings in amounts which the Company anticipates. A material failure by the
Company to achieve the anticipated reductions in raw material costs would likely
have an adverse effect on anticipated future financial performance, which effect
could be material.
The Company anticipates realizing price increases for certain of its
products. The Company operates in a highly competitive industry, and its ability
to realize price increases may be limited due to competitive pressures. If there
is a material failure to realize anticipated price increases, margins likely
will be lower than anticipated by the Company, and this will likely have an
adverse effect on future financial performance, which effect could be material.
The Company anticipates that it will in the future more fully utilize
its Advanced Manufacturing and Distribution Center (AMDC), constructed in
1994-95 in Hattiesburg, Mississippi, as well as other key facilities being
retained by the Company. If the Company fails to achieve full utilization these
facilities, particularly the AMDC, this will likely have an adverse effect on
future financial performance, which effect could be material.
The Company anticipates that it will be able to more rapidly develop
and introduce a substantial number of new and innovative products in the future.
However, the Company may prove unable to meet its more aggressive schedules for
future product development. Failure to develop and manufacture new products in
the amounts anticipated or a failure to reduce the cycle time for new product
introductions would likely have an adverse effect on
<PAGE>
future financial performance, which effect could be material. The anticipated
rapid development cycle also may result in higher than anticipated warranty
returns, which also could have a materially adverse effect on future financial
performance.
The Company competes in a highly competitive environment with numerous
competitors which are financially strong and capable of competing effectively
with the Company in the market-place. Such competitors may take actions to meet
the Company's new product introductions and other initiatives. Some competitors
may be willing to accept lower margins and to reduce prices to compete with the
Company. As a result, the Company could fail to achieve anticipated sales
increases, to realize anticipated price increases, or otherwise fail to meet its
anticipated results. Any of such circumstances would likely have an adverse
effect on future financial performance, which effect could be material.
