As filed with the Securities and Exchange Commission on September 3, 1997.
Registration Number ------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENERAL HOUSEWARES CORP.
(Exact name of issuer as specified in its charter)
Delaware 41-0919772
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
1536 Beech Street 47804
Terre Haute, Indiana (Zip Code)
(Address of Principal Executive Offices)
1997 KEY EMPLOYEES' INCENTIVE STOCK PLAN FOR
GENERAL HOUSEWARES CORP. AND SUBSIDIARIES
(Full Title of the Plan)
Raymond J. Kulla, Esq.
Secretary and General Counsel
General Housewares Corp.
1536 Beech Street
Terre Haute, IN 47804
(Name and Address of agent for service)
(812) 232-1000
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share(2) Price(2) Fee
Common Stock,
par value
$.33-1/3 300,000
per share shares $9.125 $2,737,500 $829.55
(1) Based upon the maximum number of shares that may be issued by the
Registrant pursuant to the 1997 Key Employees' Incentive Stock Plan. Any
additional shares of Registrant's Common Stock to be issued as a result of
stock dividends, stock splits or similar transactions shall be covered by this
Registration Statement as provided in Rule 416.
(2) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been calculated pursuant to Rule 457(h) under the Securities
Act of 1933, as amended, based upon the average of the high and low prices of
Registrant's Common Stock on August 12, 1997 for New York Stock Exchange
Composite Transactions.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") will be sent or given to
participants in the 1997 Key Employees' Incentive Stock Plan for General
Housewares Corp. and Subsidiaries (the "Plan") as specified in Rule 428 (b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "1933 Act"). Such document(s) are
not being filed with the Commission but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3
of Part II hereof), a prospectus that meets the requirements of Section 10(a)
of the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission (the
"Commission") by the Registrant (File No. 1-7117) pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are hereby incorporated by reference
in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the year ended December
31, 1996;
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997; and
3. The description of the Registrant's Common Stock, Purchase Rights and
Preferred Stock filed as part of the Registrant's Current Report on Form 8-K
dated February 17, 1989.
All documents and reports subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment to the Registration Statement which indicates that
all securities offered hereby have been sold, or which deregisters all such
securities remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents or reports.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock offered hereby has been passed upon for the
Registrant by Raymond J. Kulla, Esq., Secretary and General Counsel of the
Registrant, 1536 Beech Street, P.O. Box 4066, Terre Haute, Indiana 47804.
Mr. Kulla beneficially owns less than 1% of the Common Stock of the
Registrant.
Item 6. Indemnification of Directors and Officers.
The Restated Certificate of Incorporation of the Registrant provides:
"SEVENTH: The Corporation shall indemnify each officer and director of the
Corporation to the fullest extent permitted by applicable law, except as may
be otherwise provided in the Corporation's By-laws, and in furtherance hereof
the Board of Directors is expressly authorized to amend the Corporation's
By-laws from time-to-time to give effect hereto, notwithstanding possible self
interest of the Directors in the action being taken. The modification or
repeal of this Article Seventh shall not adversely affect the right to
indemnification of any officer or director hereunder with respect to any act
or omission occurring prior to such modification or repeal."
"TENTH: A Director of this Corporation shall under no circumstances have any
personal liability to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a Director except for those specific breaches
and acts or omissions with respect to which Delaware General Corporation Law
expressly provides that this provision shall not eliminate or limit such
personal liability of Directors. The modification or repeal of this Article
Tenth shall not affect the restriction hereunder of a Director's personal
liability for any breach or act or omission occurring prior to such
modification or repeal."
Under Section 145 of the Delaware General Corporation Law, directors and
officers, as well as other employees and individuals, may be indemnified
against expenses (including attorneys' fees), judgments, fines, 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") of the
corporation, and, with respect to criminal actions or proceedings, had no
reasonable cause to believe their conduct was unlawful. A similar standard of
care 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 an action, and the
Delaware General Corporation Law requires court approval before there can be
any indemnification where the person seeking indemnification has been found
liable to the corporation.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation may
contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation 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 DGCL (relating to
liability for unauthorized acquisition or redemption of, or dividends on,
capital stock), or (iv) for any transaction from which the director derived an
improper personal benefit.
The directors and officers of the Company are insured under a directors and
officers liability insurance policy with a policy limit of $10 million.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation, filed May 7, 1987 (filed as
Exhibit 3 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1988, and incorporated herein by reference).
4.2 By-laws as amended November 12, 1996 (filed as Form 8-K on December 4,
1996, and incorporated herein by reference).
4.3 1997 Key Employees' Incentive Stock Plan (incorporated by reference to
the Company's Proxy Statement used for its Annual Meeting on May 13, 1997).
5 Opinion of Raymond J. Kulla, Esq., Secretary and General Counsel of the
Registrant.
23(a) Consent of Price Waterhouse.
23(b) Consent of Raymond J. Kulla, Esq. (included in Exhibit 5 to this
Registration Statement).
24 Power of Attorney
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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and 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 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 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
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.
(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 foregoing provisions, 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.
SIGNATURES
The Registrant. 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 Terre Haute, State of Indiana, on
August 12, 1997.
GENERAL HOUSEWARES CORP.
(Registrant)
By /s/ Paul A. Saxton
Name: Paul A. Saxton
Title: Chairman, President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below
constitutes and appoints Paul A. Saxton, Robert L. Gray and Raymond J. Kulla
and each of them severally, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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/ Paul A. Saxton Chairman, President, 8-12-97
Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ Robert L. Gray Vice President, Treasurer 8-12-97
and Chief Financial Officer
(Principal Financial Officer)
/s/ Mark S. Scales Vice President and Controller 8-12-97
(Principal Accounting Officer)
/s/ Thomas G. Belot Director 8-12-97
/s/ Charles E. Bradley Director 8-12-97
/s/ John S. Crowley Director 8-12-97
/s/ Thomas L. Francis Director 8-12-97
/s/ Joseph Hinsey IV Director 8-12-97
/s/ Richard E. Lundin Director 8-12-97
/s/ Ann Manix Director 8-12-97
/s/ Phillip A. Ranney Director 8-12-97
August 12, 1997
General Housewares Corp.
1536 Beech Street
Terre Haute, IN 47804
Gentlemen:
You have requested my opinion in connection with the Registration Statement on
Form S-8 (the "Registration Statement") of General Housewares Corp., a
Delaware corporation (the "Company"), relating to the registration of up to
300,000 shares of the Company's Common Stock, $.33 1/3 par value (the "Common
Stock"), to be issued under the 1997 Key Employees' Incentive Stock Plan for
General Housewares Corp. and Subsidiaries (the "Plan"). In connection with
your request, I have made such examination of the corporate records and
proceedings of the Company and considered such questions of law and taken such
further action as I deemed necessary or appropriate to enable me to render
this opinion.
Based upon such examination, I am of the opinion that, upon issuance and/or
sale of the Common Stock as contemplated by the Plan, and when the Company has
complied with the Securities Act of 1933, as amended, the Common Stock will be
validly issued, fully paid and nonassessable.
This opinion letter is limited to the current federal laws of the United
States and the current internal laws of the state of Delaware (without giving
effect to any conflict of law principles thereof) and I have not considered,
and express no opinion on, the laws of any other jurisdiction. This opinion
letter is dated and speaks as of the date of delivery. I have no obligation
to advise you or any third parties of changes in law or fact that may
hereafter occur or come to my attention, even though the legal analysis or
legal conclusions contained in this opinion letter may be affected by such
changes.
I consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Raymond J. Kulla
Vice President, Secretary and
General Counsel
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 1997, which appears on
page 19 of the 1996 Annual Report of General Housewares Corp., which is
incorporated by reference in the General Housewares Corp. Annual Report on
Form 10-K for the year ended December 31, 1996. We also consent to this
incorporation by reference of our report on the Financial Statement
Schedules, which appears on page 13 of such Annual Report on Form 10-K.
Price Waterhouse
August 28, 1997
