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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WYANT CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
New York
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(State or Other Jurisdiction of Incorporation or Organization)
11-2236837
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(I.R.S. Employer Identification No.)
100 Readington Road, P.O. Box 8609, Somerville, NJ 08876
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(Address of Principal Executive Offices) (Zip Code)
Wyant Corporation 1991 Stock Option Plan and
Wyant Corporation 1997 Stock Incentive Plan
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(Full Title of the Plan)
John C. Zisko, Assistant Secretary, Wyant Corporation,
100 Readington Road, P.O. Box 8609, Somerville, NJ 08876
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(Name and Address of Agent for Service)
(908) 707-1800
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Telephone Number, Including Area Code, of Agent for Service.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common * *
Stock
(par value 550,000 $5.50 $3,025,000 $916.67
$0.01 per
share)
================================================================================================================================
</TABLE>
*Of the 550,000 shares available under the Plans, as of the date hereof,
options with respect to an aggregate of 396,000 shares have been issued and
154,000 shares remain available for the grant of
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future awards. The proposed maximum offering price listed above has been
determined pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
and represents the sum of (i) the aggregate exercise price of all options
granted to date under the Plans plus (ii) the product of the remaining shares
available under the Plans multiplied by a per share price of $5.50, the last
sale price per share as reported by the Nasdaq National Market System on March
19, 1997.
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Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this
registration statement:
(a) The Registrant's annual report on Form 10-K and on Form
10-K/A for the fiscal year ended December 31, 1995, and the
Registrant's quarterly reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996 and on Form 10-Q/A
for the quarter ended September 30, 1996;
(b) The description of the Registrant's Common Stock contained
in a registration statement of the Registrant filed under the
Securities Exchange Act of 1934 (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such description.
In addition, all documents 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 this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities covered hereby then remaining unsold, shall be deemed to be
incorporated by reference in and made a part of this Registration Statement from
the respective dates on which such documents are filed.
Item 4. Description of Securities
Not required, inasmuch as the Registrant's Common Stock is registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Article XII of the Registrant's by-laws provides as follows:
1. INDEMNIFICATION.
The corporation shall indemnify each person made or
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threatened to be made a party to any action or proceeding, whether
civil or criminal, by reason of the fact that such person or such
person's testator or intestate is or was a director or officer of the
corporation, or, while a director or officer, serves or served, at the
request of the corporation, any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any
capacity, against judgments, fines, penalties, amounts paid in
settlement and reasonable expenses, including attorneys' fees, incurred
in connection with such action or proceeding, or any appeal therein,
provided that no such indemnification shall be made if a judgment or
other final adjudication adverse to such person establishes that his or
her acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so
adjudicated, or that he or she personally gained in fact a financial
profit or other advantage to which he or she was not legally entitled,
and provided further that no such indemnification shall be required
with respect to any settlement or other nonadjudicated disposition of
any threatened or pending action or proceeding unless the corporation
has given its prior consent to such settlement or other disposition,
such consent not to be unreasonably withheld.
2. ADVANCEMENT OF EXPENSES.
The corporation shall advance or promptly reimburse upon
request any director or officer seeking indemnification hereunder for
all expenses, including attorneys' fees, reasonably incurred in
defending any action or proceeding in advance of the final disposition
thereof upon receipt of an undertaking by or on behalf of such person
to repay such amount if such person is ultimately found not to be
entitled to indemnification or, where indemnification is granted, to
the extent the expenses so advanced or reimbursed exceed the amount to
which such person is entitled.
3. NON-EXCLUSIVITY.
Nothing herein shall limit or affect any right of any person
otherwise than hereunder to indemnification or to advancement of
expenses, including attorneys' fees, under any statute, rule,
regulation, certificate of incorporation, by-law, insurance policy,
contract or otherwise.
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4. CONTINUATION OF RIGHTS; RETROACTIVITY.
Anything in these by-laws to the contrary notwithstanding, no
elimination or amendment of this by-law adversely affecting the right
of any person to indemnification or to advancement of expenses
hereunder shall be effective until the 60th day following notice to
such person of such action, and no elimination of or amendment to this
by-law shall deprive any person of his or her rights under this by-law
arising out of alleged or actual occurrences, acts or failures to act
prior to such 60th day. This by-law shall be given retroactive effect
and the full benefits hereof shall be available in respect of any
alleged or actual occurrences, acts or failures to act prior to the
date of the adoption of this by-law.
The corporation shall not, except by elimination or amendment
of this by-law in a manner consistent with the preceding paragraph,
take any action or enter into any agreement which prohibits, or
otherwise limits the rights of any person to, indemnification in
accordance with the provisions of this by-law. The indemnification of
any person provided by this by-law shall continue after such person has
ceased to be a director or officer of the corporation and shall inure
to the benefit of such person's heirs, executors, administrators and
legal representatives. The right to indemnification or advancement of
expenses under this by-law shall be a contract right.
5. INDEMNIFICATION AGREEMENTS.
The corporation is authorized to enter into agreements with
any of its directors or officers to reflect or confirm the rights and
benefits contained in this by-law and to extend other additional rights
to indemnification and to advancement of expenses to any such person to
the fullest extent permitted by applicable law, and to set forth
procedures for any such person to obtain advancement of expenses and
indemnification and, pending determination of entitlement to
indemnification, interim protection, but the existence of any such
agreement or the failure to enter into any such agreement shall not
adversely affect or limit the rights of any such person pursuant to
this by-law, it being expressly recognized hereby that all directors
and officers of the corporation, by serving as such are acting in
reliance on the corporation indemnifying them to the maximum extent
permitted by law and authorized by this by-law, and that the
corporation is estopped to contend otherwise.
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6. SEVERABILITY.
In case any provision in this by-law shall be determined at
any time to be unenforceable in any respect, the other provisions shall
not in any way be affected or impaired thereby, and the affected
provision shall be given the fullest possible enforcement in the
circumstances, it being the intention of the corporation to afford
advancement of expenses and indemnification to its directors and
officers, acting in such capacities or in the other capacities referred
to herein, to the fullest extent permitted by law.
7. SUCCESS ON THE MERITS; AUTHORIZATION.
To the extent a person has been successful, on the merits or
otherwise, in the defense of a civil or criminal action or proceeding
of the character described in the first paragraph of this by-law or in
any claim, issue or matter thereon shall be entitled as a matter of
right to indemnification as authorized in such paragraph without any
determination of entitlement to indemnification by the corporation.
Except as provided in the preceding sentence or in an agreement or as
ordered by a court, any indemnification under this by-law shall be made
by the corporation if authorized in the specific case:
(1) By the Board of Directors acting by a quorum
consisting of directors who are not parties to such
action or proceeding upon a finding that the director
or officer has met the standard of conduct set forth
in the first paragraph of this by-law, or,
(2) If such a quorum is not obtainable, or even if
obtainable, a quorum of disinterested
directors so directs:
(a) By the Board of Directors upon the opinion
in writing of independent legal counsel that
indemnification is proper in the
circumstances because the standard of
conduct set forth in the first paragraph of
this by-law has been met by such director or
officer, or
(b) By the shareholders upon a finding that the
director or officer has met the applicable
standard of conduct set forth in such
paragraph.
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8. MISCELLANEOUS.
For the purposes of this by-law, the corporation shall be
deemed to have requested a person to serve an employee benefit plan
where the performance by such person of his duties to the corporation
also imposes duties on, or otherwise involves services by, such person
to the plan or participants or beneficiaries of the plan, and excise
taxes assessed on a person with respect to an employee benefit plan
pursuant to applicable law shall be considered indemnifiable expenses.
For purposes of this by-law, the term "corporation" shall include any
legal successor to the corporation, including any corporation which
acquires all or substantially all of the assets of the corporation in
one or more transactions.
Any indemnification under this by-law shall also include
reasonable expenses, including attorneys' fees, incurred by any person
to enforce such person's rights to indemnification and advancement of
expenses.
Nothing in this by-law shall restrict and the corporation
shall retain the power and the authority to indemnify or advance
expenses to, make indemnification agreements and arrangements with, or
maintain insurance on behalf of any employee or agent of the
corporation or any person (whether or not a director, officer, employee
or agent of the corporation) who serves at the request of the
corporation in any capacity with any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No.:
(5) - Opinion of Winthrop, Stimson, Putnam & Roberts
(24)(a) - Consent of Winthrop, Stimson, Putnam & Roberts
(included in Exhibit (5))
(24)(b) - Consent of Arthur Andersen LLP
(25) - Powers of Attorney
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Item 9. Undertakings
(1) The undersigned Registrant hereby undertakes:
(a) 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, unless the information required to
be included in such post-effective amendment is contained in a
periodic report filed by the Registrant or plan pursuant to
Section 13 or 15(d) of the Exchange Act that is incorporated
herein by reference;
(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, unless the information required to be included in
such post-effective amendment is contained in a periodic
report filed by the Registrant or plan pursuant to Section 13
or 15(d) of the Exchange Act that is incorporated herein by
reference;
(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.
(b) 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 herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) 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.
(d) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the 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 herein, and the offering of such securities at that time shall
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be deemed to be the initial bona fide offering thereof.
(2) 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 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.
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 Township of Branchburg, County of Somerset and the State of
New Jersey, on the 20th day of March, 1997.
WYANT CORPORATION (Registrant)
By: /s/ Joseph H. Weinkam, Jr.
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Joseph H. Weinkam, Jr.
President and Chief Operating Officer
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:
Title Date
----- ----
Donald C. MacMartin Director March 20, 1997
(Board Chairman & CEO)
James A. Wyant Director March 20, 1997
(Vice Chairman and
Secretary)
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Joseph H. Weinkam, Jr. Director March 20, 1997
(President and Chief
Operating Officer)
Gerald W. Wyant Director March 20, 1997
(A Director)
John B. Wight Director March 20, 1997
(A Director)
Jane M. Curtis Director March 20, 1997
(A Director)
Nicholas A. Gallopo Director March 20, 1997
(A Director)
Thomas R.M. Davis Director March 20, 1997
(A Director)
Donald C. MacMartin Chairman of the March 20, 1997
Board and Chief
Executive Officer
Marc D'Amour Vice President, March 20, 1997
Chief Financial
Officer and Chief
Accounting Officer
By: /s/ Joseph H. Weinkam, Jr.
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(Attorney-in-Fact)
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit Description Page
- ------- ----------- -------------
(5) - Opinion 12
(24)(a) - Consent of Winthrop, Stimson,
Putnam & Roberts
(included in Exhibit (5))
(24)(b) - Consent of Arthur Andersen LLP 14
(25) - Powers of Attorney 15
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March 18, 1997
Wyant Corporation
100 Readington Road
P.O. Box 8609
Somerville, NJ 08876
Ladies and Gentlemen:
We have acted as counsel for Wyant Corporation, a New York
corporation (the "Company"), in connection with the filing by the Company with
the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement"), with respect to the
issuance of up to 550,000 shares of Common Stock, par value $0.01 per share, of
the Company (the "Common Stock") pursuant to the Company's 1991 Stock Option
Plan and 1997 Stock Incentive Plan (the "Plans").
We are members of the Bar of the State of New York and we
express no opinion as to any matters governed by any laws other than the laws of
the Business Corporation Law of the State of New York. We have examined
originals (or copies certified or otherwise identified to our satisfaction) of
the Registration Statement, the form of Common Stock Certificate, the
Certificate of Incorporation of the Company, the By-Laws of the Company, the
Plans, corporate documents, records and papers, certificates of public officials
and certificates of officers of the Company. In rendering this opinion, we have
assumed the validity of and relied upon the representations of the Company as to
certain factual matters relevant hereto.
We assume that appropriate action will be taken, prior to the
offer and sale of the Common Stock, to register and qualify the Common Stock for
sale under all applicable state "Blue Sky" and securities laws.
On the basis of our examination, we are of the opinion that
under the Business Corporation Law of the State of New York the Common Stock has
been duly authorized for issuance and, when (i) the Registration Statement shall
have become effective, (ii) the Company's Board of Directors shall have taken
appropriate action in connection with the issuance and sale of the Common Stock
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- 2 - March 18, 1997
and (iii) the Common Stock has been issued and delivered in accordance with the
terms of the Plans, the Common Stock will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving this consent, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Commission.
Very truly yours,
/s/ Winthrop, Stimson, Putnam & Roberts
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 (registering 550,000 shares of $.01
par value Common Stock) of our report dated February 15, 1996, included in the
Form 10-K and Form 10-K/A of Wyant Corporation, formerly known as Hosposable
Products, Inc.,for the year ended December 31, 1995 and to all references to our
Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
New York, New York
March 19, 1997
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POWER OF ATTORNEY
The undersigned directors and/or officers of HOSPOSABLE PRODUCTS, INC.,
do hereby constitute and appoint JOSEPH H. WEINKAM, JR. their true and lawful
attorney-in-fact with full power for and on their behalf to execute in their
names, places and stead, in their capacity as directors and/or officers of said
Corporation, any and all Registration Statement(s) filed by the Corporation
under the Securities Act of 1933, as amended (on Form S-8 or any other Form),
pursuant to which additional shares of the Corporation's Common Stock are to be
registered for offering and/or delivery under the Corporation's 1991 Stock
Option Plan and 1997 Stock Incentive Plan, and any and all amendments thereto
and any other employee benefit plan which may hereinafter be adopted by the
shareholders and to file the same with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned have executed this instrument the
19th day of February, 1997.
/s/ Donald C. MacMartin /s/ Nicholas A. Gallopo
- ------------------------- -------------------------
Donald C. MacMartin Nicholas A. Gallopo
/s/ James A. Wyant /s/ Thomas R.M. Davis
- ------------------------- -------------------------
James A. Wyant Thomas R.M. Davis
/s/ Gerald W. Wyant /s/ John B. Wight
- ------------------------- -------------------------
Gerald W. Wyant John B. Wight
/s/ Jane M. Curtis /s/ Marc D'Amour
- ------------------------- -------------------------
Jane M. Curtis Marc D'Amour
Witness /s/ John C. Zisko
-----------------------
John C. Zisko
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STATE OF NEW JERSEY :
SS.:
COUNTY OF SOMERSET :
On the 20 day of February, 1997, before me personally came John C.
Zisko, the subscribing witness to the foregoing instrument, with whom I am
personally acquainted, who, being by me duly sworn, did depose and say that he
resides at 100 Readington Road, Branchburg Township, NJ, 08876; that he knows
the following named individuals:
Donald C. MacMartin Nicholas A. Gallopo
James A. Wyant Thomas R.M. Davis
Gerald W. Wyant John B. Wight
Jane M. Curtis Marc D'Amour
being the individuals described in and who executed the foregoing instrument;
that he was present and say each of such persons execute the same; and that he
thereupon subscribed his name as witness thereto.
/s/ Kathleen Wickline
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Kathleen Wickline
Notary Public of New Jersey
My Commission Expires Aug. 4, 1998
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