As filed with the Securities and Exchange Commission on October 30, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
163-181 Kenwood Avenue
Oneida, New York 13421
(Address of Principal Executive Offices)
ONEIDA LTD.
1998 STOCK OPTION PLAN
ONEIDA LTD.
1998 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the plans)
-------------------------
CATHERINE H. SUTTMEIER
Vice President, Secretary and General Counsel
Oneida Ltd.
163-181 Kenwood Avenue
Oneida, New York 13421
(Name and address of agent for service)
(315) 361-3636
(Telephone number, including area code, of agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share(1) Offering Price(1) Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $6.25 . . . . . . . . . 349,750 $22.088 $7,725,278 $5,016
750,250 $13.75 $10,315,938
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The proposed maximum offering price per share and proposed aggregate
offering price (a) with respect to 349,750 shares being offered pursuant
to options outstanding under the Oneida Ltd. 1998 Stock Option Plan and
the Oneida Ltd. 1998 Non-Employee Directors Stock Option Plan and the
stock option agreements with certain individuals (together, the "Plans")
is based on the weighted average exercise price of such options and (b)
with respect to 750,250 shares to be offered under the Plans, the price
shown is the average of the high and low prices of the Common Stock on
the New York Stock Exchange consolidated reporting system on October 23,
1998, in accordance with Rule 457(c) and (h) under the Securities Act of
1933, as amended (the "Securities Act"), and is being utilized solely for
the purpose of calculating the registration fee.
<PAGE>
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- --------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act, and the "Note" to Part I of Form S-8.
2
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Item 3. Incorporation of Documents by Reference.
The following documents, which have been or will be filed by Oneida
Ltd. (the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act or the Securities Exchange Act of
1934, as amended (the "Exchange Act") are hereby incorporated in this
registration statement by reference and shall be deemed to be a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1998.
(c) The description of the Registrant's Common Stock contained in the
Registrant's report on Form 8-K filed with the Commission on October
28, 1998.
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
termination of the offering made hereby, 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. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
Sections 721 through 726 of the New York Business Corporation Law
provide for indemnification of directors and officers. If a director or officer
is successful on the merits or otherwise in a legal proceeding, he must be
indemnified to the extent he was successful. Further, indemnification is
permitted in both third-party and derivative suits if he acted in good faith and
for a purpose he reasonably believed was in the best interest of the Registrant
and if, in the case of a criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful.
Indemnification under this provision applies to judgments, fines,
amounts paid in settlement and reasonable expenses, in the case of third party
actions, and amounts paid in settlement and reasonable expenses, in the case of
derivative actions. In a derivative action, however, a director or officer may
not be indemnified for amounts paid to settle such a suit or for any claim,
issue or
3
<PAGE>
matter as to which such person shall have been adjudged liable to the Registrant
absent a court determination that the person is fairly and reasonably entitled
to indemnity.
Notwithstanding the failure of the Registrant to provide
indemnification and despite any contrary resolution of the board or
shareholders, indemnification shall be awarded by the proper court pursuant to
Section 724 of the New York Business Corporation Law.
Under New York law, expenses may be advanced upon receipt of an
undertaking by or on behalf of the director or officer to repay the amounts in
the event the recipient is ultimately found not to be entitled to
indemnification. The advance is conditioned only upon receipt of the undertaking
and not upon a finding that the officer or director has met the applicable
indemnity standards.
The Registrant's By-laws requires it to indemnify each of its past,
present and future directors, officers and employees to the fullest extent
permitted by law for any and all costs and expenses resulting from or relating
to any suit or claim arising out of service to the Registrant or to other
organizations at the Registrant's request.
Section 402 of the New York Business Corporation Law permits the
Registrant to include in its certificate of incorporation provisions eliminating
the personal liability of directors to the Registrant or its shareholders for
any breach of duty in such capacity unless a judgment or final adjudication
adverse to the director that his acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law or that he personally
gained a financial profit or other advantage to which he was not legally
entitled or his acts violated Section 719 of the New York Business Corporation
law.
The restated certificate of incorporation of the Registrant contains
a provision eliminating the personal liability of its directors to the
Registrant and its shareholders except to the extent such liability may not be
eliminated by law. The Registrant carries directors' and officers' insurance
which covers its directors and officers against certain liabilities they may
incur when acting in their capacity as directors or officers of the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this registration
statement:
4.1 Oneida Ltd. 1998 Stock Option Plan (incorporated herein by reference
from the Registrant's Proxy Statement dated April 29, 1998)
4
<PAGE>
4.2 Oneida Ltd. 1998 Non-Employee Directors Stock Option Plan
(incorporated herein by reference from the Registrant's Proxy
Statement dated April 29, 1998)
4.3 Certificate of Incorporation, as restated and filed with the
Secretary of State of New York, (incorporated herein by reference
from Exhibit 3(i) of the Registrant's Annual Report on Form 10-K
filed April 20, 1994)
4.4 Amended Bylaws of Registrant (incorporated herein by reference from
Exhibit 3(ii) of the Registrant's Annual Report on Form 10-K filed
April 20, 1994)
5 Opinion of Shearman & Sterling as to the legality of the shares
registered hereunder
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Shearman & Sterling (included in Exhibit 5)
24 Powers of Attorney (included on signature page)
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 to include
any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to
such information in this registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, 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; and
(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 further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
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.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission, such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Oneida, State of New York on the 26th day of August,
1998.
ONEIDA LTD.
By WILLIAM D. MATTHEWS
---------------------------------------
Name: William D. Matthews
Title: Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
Each of the undersigned whose signature appears below hereby
constitutes and appoints William D. Matthews and Edward W. Thoma, and each of
them acting alone, 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) and supplements to this registration statement and
any and all related registration statements necessary to register additional
securities, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the 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 or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the indicated capacities on August 26, 1998.
Signature Title
- --------- -----
WILLIAM D. MATTHEWS Chairman of the Board and Chief Executive
- -------------------------------- Officer (Principal Executive Officer)
William D. Matthews
7
<PAGE>
EDWARD W. THOMA Senior Vice President -- Finance (Principal
- -------------------------------- Financial Officer)
Edward W. Thoma
THOMAS A. FETZNER Vice President and Corporate Controller
- -------------------------------- (Principal Accounting Officer)
Thomas A. Fetzner
WILLIAM F. ALLYN Director
- --------------------------------
William F. Allyn
R. QUINTUS ANDERSON Director
- --------------------------------
R. Quintus Anderson
GEORGIA S. DERRICO Director
- --------------------------------
Georgia S. Derrico
DAVID E. HARDEN Director
- --------------------------------
David E. Harden
PETER J. KALLET Director
- --------------------------------
Peter J. Kallet
WHITNEY D. PIDOT Director
- --------------------------------
Whitney D. Pidot
RAYMOND T. SCHULER Director
- --------------------------------
Raymond T. Schuler
WALTER A. STEWART Director
- --------------------------------
Walter A. Stewart
WILLIAM M. TUCK Director
- --------------------------------
William M. Tuck
8
<PAGE>
INDEX TO EXHIBITS
Part II.
Exhibit Description
- ------- -----------
4.1 Oneida, Ltd. 1998 Stock Option Plan (incorporated herein by
reference from the Registrant's Proxy Statement dated April 29,
1998)
4.2 Oneida, Ltd. 1998 Non-Employee Directors Stock Option Plan
(incorporated herein by reference from the Registrant's Proxy
Statement dated April 29, 1998)
4.3 Certificate of Incorporation, as restated and filed with the
Secretary of State of New York, (incorporated herein by reference
from Exhibit 3(i) of the Registrant's Annual Report on Form 10-K
filed April 20, 1994)
4.4 Amended Bylaws of Registrant (incorporated herein by reference
from Exhibit 3(ii) of the Registrant's Annual Report on Form 10-K
filed April 20, 1994)
5 Opinion of Shearman & Sterling as to the legality of the shares
registered hereunder
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Shearman & Sterling (included in Exhibit 5)
24 Powers of Attorney (included on signature page)
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EXHIBIT 5
October 30, 1998
Oneida Ltd.
163-181 Kenwood Avenue
Oneida, New York 13421
Ladies and Gentlemen:
We have acted as counsel for Oneida Ltd., a New York
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") of the Company filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to approximately 1,100,000 shares (the "Shares")
of common stock, par value $6.25 per share, of the Company (the "Common Stock"),
to be issued from time to time pursuant to the (i) Oneida Ltd. 1998 Stock Option
Plan and (ii) the Oneida Ltd. 1998 Non-Employee Directors Stock Option Plan
(each, a "Plan").
In so acting, we have examined the Registration Statement and
we have also examined and relied as to factual matters upon the representations
and warranties contained in originals, or copies certified or otherwise
identified to our satisfaction, of such documents, records, certificates and
other instruments as in our judgment are necessary or appropriate to enable us
to render the opinion expressed below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents, certificates
and instruments submitted to us as originals and the conformity with originals
of all documents submitted to us as copies.
The opinion expressed below is limited to the law of the State
of New York and the federal law of the United States, and we do not express any
opinion herein concerning any other law.
Based upon the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized by the Company and, when (a) issued and delivered by
the Company in accordance with the terms of the relevant Plan and (b) paid for
in full in accordance with the terms of the relevant Plan, the Shares will be
validly issued, fully paid and non-assessable.
10
<PAGE>
Oneida Ltd. 2 October 30, 1998
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Sincerely yours,
SHEARMAN & STERLING
11
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Oneida Ltd. on Form S-8 of our report dated February 20, 1998 on our audits of
the consolidated financial statements and financial statement schedules of
Oneida Ltd as of January 31, 1998 and January 25, 1997, and for each of the
three years in the period ended January 31, 1998 which report is included in the
Annual Report on Form 10-K.
PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Syracuse, New York
October 23, 1998
