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As filed with the Securities and Exchange Commission on August 4, 1998
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE FIRST YEARS INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2149581
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
ONE KIDDIE DRIVE
AVON, MASSACHUSETTS 02322
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(Address of principal executive offices, including zip code)
1993 EQUITY INCENTIVE PLAN
1993 STOCK OPTION PLAN FOR DIRECTORS
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(Full title of the plan)
John R. Beals
Chief Financial Officer
One Kiddie Drive
Avon, Massachusetts 02322
(508) 588-1220
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(Name, Address and Telephone Number, including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed maximum Amount of
Securities to be maximum aggregate registered
to be registered offering offering fee
registered price per price(1)
share(1)
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<S> <C> <C> <C> <C>
Common Stock, 1,340,000 shares $16.5625 $22,193,750 $6,548
par value $0.10
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</TABLE>
(1) The offering price has been estimated solely for the purpose of determining
the registration fee pursuant to Rule 457(h) on the basis of the average of the
high and low sales prices of The First Years Inc. Common Stock, par value $0.10,
reported on NASDAQ National Market on July 30, 1998.
Exhibit Index on page 4;
Page 1 of 6 pages.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of the
Registrant's earlier Registration Statement on Form S-8 (file number 33-67880)
are hereby incorporated by reference thereto.
Item 8. Exhibits.
Exhibit
4.1 1993 Equity Incentive Plan, as amended, which is incorporated by
reference to Exhibit 10(g) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997.
4.2 1993 Stock Option Plan for Directors, as amended, which is incorporated
by reference to Exhibit 10(h) to the Company's Annual Report on Form
10-K for the year ended December 31, 1997.
5 Opinion of Ropes & Gray.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5 to
this registration statement).
24 Powers of Attorney (included on signature page).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Avon, The Commonwealth of Massachusetts, on this
30th day of July, 1998.
THE FIRST YEARS INC.
By /s/ John R. Beals
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John R. Beals
Chief Financial Officer
POWER OF ATTORNEY
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and constitutes Ronald J. Sidman and Gitta M. Kurlat, and each
of them singly, his true and lawful attorneys with full power to them, and each
of them singly, to sign for him and in his name in the capacities indicated
below any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, and he hereby ratifies and confirms his
signature as it may be signed by said attorneys, or any of them, to any and all
such amendments.
Signature Capacity in Which Signed Date
/s/ Ronald J. Sidman Chairman of the Board, Chief July 30, 1998
Ronald J. Sidman Executive Officer, President
and Director (principal
executive officer)
/s/ John R. Beals Senior Vice President, July 30, 1998
John R. Beals Treasurer and Chief Financial
Officer (principal financial and
accounting officer)
/s/ Jerome M. Karp Vice Chairman of the Board July 30, 1998
Jerome M. Karp and Director
/s/ Fred T. Page Director July 30, 1998
Fred T. Page
/s/ Evelyn Sidman Director July 30, 1998
Evelyn Sidman
/s/ Merton N. Alperin Director July 30, 1998
Merton N. Alperin
/s/ Benjamin Peltz Director July 30, 1998
Benjamin Peltz
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EXHIBIT INDEX
Number Title of Exhibit Page
4.1 1993 Equity Incentive Plan, which is incorporated by
reference to Exhibit 10(g) to the Company's Annual
Report on Form 10-K for the year ended December 31,
1997.
4.2 1993 Stock Option Plan for Directors, which is
incorporated by reference to Exhibit 10(h) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
5 Opinion of Ropes & Gray. 5
23.1 Consent of Deloitte & Touche LLP. 6
23.2 Consent of Ropes & Gray (contained in the opinion filed
as Exhibit 5 to this registration statement).
24 Powers of Attorney (included in Part II of this
registration statement under the caption "Signatures").
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Exhibit 5
July 31, 1998
The First Years Inc.
One Kiddie Drive
Avon, Massachusetts 02322
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of 1,340,000 shares of common stock, $.10 par
value (the "Shares"), of The First Years Inc. (the "Company").
We have acted as special counsel for the Company in the past and are
familiar with the action taken by the Company in connection with the Company's
1993 Equity Incentive Plan and 1993 Stock Option Plan for Directors (the
"Plans"). For purposes of this opinion, we have examined the Plans and such
other documents as we have deemed appropriate.
Based upon the foregoing, we are of the opinion that, when the Shares have
been issued and sold and consideration received by the Company therefor in
accordance with the terms of the Plans, the Shares will have been validly issued
and will be fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of The First Years Inc. on Form S-8 of our report dated March 5, 1998 and
appearing in the Annual Report on Form 10-K of the Company for the year ended
December 31, 1997.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
August 3, 1998
