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As filed with the Securities and Exchange Commission on July 28, 2000
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
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
(508) 588-1220
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
1993 STOCK OPTION PLAN FOR DIRECTORS
(Full Title of the Plan)
-------------------------------
JOHN R. BEALS
CHIEF FINANCIAL OFFICER
THE FIRST YEARS INC.
ONE KIDDIE DRIVE
AVON, MASSACHUSETTS 02322
(508) 588-1220
(Name, address, including zip code, and telephone number,
including area code, of Registrant's agent for service)
With a copy to:
H. DAVID HENKEN, P.C.
GOODWIN, PROCTER & HOAR LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) PER SHARE(2) PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.10 (the "Common Stock") 300,000 shares $10.91 $3,273,000 $864
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</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
1993 Stock Option Plan for Directors (the "Plan") in the event of a
stock dividend, reverse stock split, split-up, recapitalization,
forfeiture of stock under the Plan or other similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act of 1933, as amended, solely for the purposes of
determining the registration fee and is based upon the average of the
high and low sales prices of the Common Stock reported on the NASDAQ
National Market on July 25, 2000
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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 (No. 033-67880) are
hereby incorporated by reference thereto.
ITEM 8. EXHIBITS.
Exhibit
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4.1 1993 Stock Option Plan for Directors, as amended (incorporated by
reference to Exhibit 10(f) to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1999).
5.1 Opinion of Goodwin, Procter & Hoar LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Goodwin, Procter & Hoar LLP (contained in Exhibit 5.1).
24.1 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Avon, Massachusetts, on July 28, 2000.
THE FIRST YEARS INC.
By: /s/ John R. Beals
------------------------------
John R. Beals
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Ronald
J. Sidman and John R. Beals, and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities to sign any or all amendments
or post-effective amendments to this registration statement (or any registration
statement for the same offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act) and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
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 attorney-in-fact and agent or his substitute 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 below by the following persons in the
capacities and on the date indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Ronald J. Sidman Chairman of the Board, Chief Executive, July 28, 2000
---------------------------------------- Officer, President and Director (Principal
RONALD J. SIDMAN Executive Officer)
/s/ John R. Beals Senior Vice President, Treasurer and July 28, 2000
---------------------------------------- Chief Financial Officer
JOHN R. BEALS (Principal Financial and Accounting Officer)
/s/ Jerome M. Karp Director July 28, 2000
----------------------------------------
JEROME M. KARP
/s/ Evelyn Sidman Director July 28, 2000
----------------------------------------
EVELYN SIDMAN
/s/ Benjamin Peltz Director July 28, 2000
----------------------------------------
BENJAMIN PELTZ
/s/ Fred T. Page Director July 28, 2000
----------------------------------------
FRED T. PAGE
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kenneth R. Sidman Director July 28, 2000
----------------------------------------
KENNETH R. SIDMAN
/s/ Lewis M. Weston Director July 28, 2000
----------------------------------------
LEWIS M. WESTON
/s/ Walker J. Wallace Director July 28, 2000
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WALKER J. WALLACE
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 1993 Stock Option Plan for Directors, as amended (incorporated
by reference to Exhibit 10(f) to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999).
5.1 Opinion of Goodwin, Procter & Hoar LLP .
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Goodwin, Procter & Hoar LLP (contained in Exhibit 5.1).
24.1 Powers of attorney (included on signature page).
