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August 20, 1996
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madame:
On behalf of Oneida Ltd., I transmit for filing the following Form S-8
covering 500,000 of Oneida Ltd. Common Stock issued pursuant to a May 31, 1995
amendment to Oneida Ltd.'s Employee Stock Purchase Plan.
On August 20, 1996, a bank check in the amount of $2,620.28 was mailed to
the Securities and Exchange Commission, Account 910-8739, c/o Mellon Bank, P.O.
Box 360055M, Pittsburgh, Pennsylvania 15252, to pay the filing fee for the
above-referenced Form S-8.
Please do not hesitate to contact me at (315) 361-3694 if you have any
questions or concerns.
Very truly yours,
/s/ ERIN L. MARKEY
Erin L. Markey
Corporate Attorney
Oneida Ltd.
163-181 Kenwood Avenue
Oneida, New York 13421
315-361-3694
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Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________________
ONEIDA LTD.
(Exact name of issuer as specified in its charter)
NEW YORK 15-0405700
(State of Incorporation) (I.R.S. Employer Identification No.)
Oneida, New York 13421
(Address of Principal Executive Office)
EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
Catherine H. Suttmeier
ONEIDA LTD.
Oneida, New York 13421
(315) 361-3636
(Name, address and telephone of agent for service)
Approximate date of commencement of proposed sales pursuant to the Plan: The
Common Stock covered by this registration statement is to be purchased from time
to time after the effective date of this registration statement with such funds
as may be contributed to the Plan by eligible employees. (1)
CALCULATION OF REGISTRATION FEE
===========================================================================
Proposed Proposed
Amount Maximum Maximum
to be Offering Aggregate Amount of
Title of Securities Register- Price Per Offering Registration
being Registered ed (2) Share* Price Fee
Common Stock - 500,000 $15.19(3) $7,595,000.00(3) $2,620.28
$1.00 par value
===========================================================================
*Estimated solely for the purpose of calculating the registration fee.
(1) Options to purchase the Common Stock registered hereunder are being offered
under the Employee Stock Purchase Plan to employees of the registrant and
designated wholly-owned subsidiaries who meet certain eligibility requirements
based on length of service.
(2) Plus such indeterminate number of additional shares as may be required to be
issued in the event of an adjustment as a result of the increase in the number
of issued shares of Common Stock resulting from a subdivision of such shares.
(3) The shares covered by this Registration Statement are to be sold at a price
equal to 90% of the fair market value of the Common Stock on each July 1
offering date or 90% of the fair market value of the Common Stock on the
exercise date, whichever amount is less. Fair market value is determined by
reference to the last previous closing price of the Common Stock on the New York
Stock Exchange prior to each such July 1 offering date or such exercise date and
the registration fee is computed in accordance with Rule 457(h). The last
reported sale price of a share of Common Stock on the New York Stock Exchange on
August 19, 1996 was $15.125. The average of the high and low prices of a share
of Common Stock on the New York Stock Exchange on August 19, 1996 was $15.1875.
Pursuant to Rule 429, the information in this Registration Statement covers
461,477 shares of the registrant's $6.25 par value Common Stock previously
registered under File Nos. 2-84304 and 33-37565.
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Pursuant to General Instruction E, the
contents of Oneida Ltd.'s Registration
Statement on Form S-8 bearing File No.
2-84304 and dated June 28, 1983 are hereby
incorporated by reference.
Item 8. Exhibits.
(a) Opinion of Counsel and Consent
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable ground to believe that it meets all
of the requirements for filing 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 Oneida, and the State of New York, on this 20th day
of August, 1996.
ONEIDA LTD.
By: /s/ WILLIAM D. MATTHEWS
William D. Matthews
Chairman of the Board and
Chief Executive 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.
Signature Title Date
(i) Principal Executive Officer
/s/ WILLIAM D. MATTHEWS Chairman of the August 20, 1996
William D. Matthews Board and Chief
Executive Officer
(ii) Principal Financial Officer
/s/ GLENN B. KELSEY Executive Vice August 20, 1996
Glenn B. Kelsey President, and Chief
Financial Officer
(iii) Principal Accounting Officer
/s/ THOMAS A. FETZNER Vice President, and August 20, 1996
Thomas A. Fetzner Corporate Controller
(iv) A Majority of the Board of Directors
/s/ WILLIAM F. ALLYN Director August 20, 1996
William F. Allyn
/s/ R. QUINTUS ANDERSON Director August 20, 1996
R. Quintus Anderson
/s/ GEORGIA S. DERRICO Director August 20, 1996
Georgia S. Derrico
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/s/ DAVID E. HARDEN Director August 20, 1996
David E. Harden
/s/ PETER J. KALLET Director August 20, 1996
Peter J. Kallet
/s/ GLENN B. KELSEY Director August 20, 1996
Glenn B. Kelsey
/s/ WILLIAM D. MATTHEWS Director August 20, 1996
William D. Matthews
/s/ WHITNEY D. PIDOT Director August 20, 1996
Whitney D. Pidot
/s/ RAYMOND T. SCHULER Director August 20, 1996
Raymond T. Schuler
/s/ WALTER A. STEWART Director August 20, 1996
Walter A. Stewart
/s/ WILLIAM M. TUCK Director August 20, 1996
William M. Tuck
<PAGE>
August 20, 1996
To the Board of Directors of ONEIDA LTD.
Dear Sirs:
I am General Counsel for Oneida Ltd. and have acted as such in connection
with the authorization of an amendment to the Oneida Ltd. Employee Stock
Purchase Plan effective May 31, 1995, pursuant to which Oneida proposes to offer
for sale to eligible employees under the Plan an additional 500,000 shares, of
the par value of $1.00 each, of Common Stock, such number of shares to be
subject to adjustment upon the happenings of certain events.
In this connection, I have also reviewed the Registration Statement on Form
S-8 under the Securities Act of 1933 with respect to such shares and I have
examined originals, or copies certified or otherwise identified to my
satisfaction, of such corporate or public records as I deem necessary as a basis
for the opinions hereinafter expressed.
Based upon the foregoing, and having regard for such legal considerations as
I deem relevant, I am of the opinion that the additional 500,000 shares of the
said Common Stock issuable pursuant to the amendment to the said Plan as
described in the said Registration Statement have been duly authorized for issue
and, when issued in accordance with the provisions of the said Plan, will be
legally and validly issued, fully paid and nonassessable, provided that the
purchase price of such shares will not be less than the par value thereof.
I hereby consent to the filing of this opinion as a part of the said
Registration Statement.
Very truly yours,
/s/ CATHERINE H. SUTTMEIER
Catherine H. Suttmeier
Vice President, Secretary
and General Counsel
