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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)
163-181 Kenwood Avenue
Oneida, New York 13421
(Address of Principal Executive Office)
ONEIDA LTD. 401(k) SAVINGS PLAN
(Full title of plan)
Catherine H. Suttmeier
ONEIDA LTD.
163-181 Kenwood Avenue
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: From
time to time after the effective date of this registration statement.
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Amount Maximum Aggregate
to be Offering Offering Amount of
Title of Securities Registered Price Per Price(2) Registration
being Registered (1) Share(2) Fee
Common Stock $1.00 100,000 $24.09375 $2,409,375 $669.81
par value
================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Oneida Ltd. 401(k) Savings Plan. 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, the payment
of a stock dividend or certain other capital adjustments.
(2) Estimated on the basis of the average of the high and low prices of Oneida
Ltd. Common Stock on the New York Stock Exchange Composite Tape on September 3,
1999 solely for the purpose of calculating the Registration Fee pursuant to Rule
457(c) and (h).
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PART I
Item 1. Plan Information
Item 2. Registrant Information 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference.
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Oneida Ltd. (the "Registrant"), are hereby
incorporated by reference in this Registration Statement and shall be deemed a
part hereof:
(i) The Registrant's Annual Report on Form 10-K for the fiscal
year ended January 30, 1999;
(ii) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended May 1, 1999;
(iii) 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.
In addition, all documents subsequently filed by the Registrant
pursuant to sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, 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.
Catherine H. Suttmeier, who has provided an opinion concerning the
legality of the securities to be offered under the Plan, is Corporate Vice
President, General Counsel, and Secretary of the Company. As of August 31, 1999
Ms. Suttmeier owned beneficially less than 0.1 percent of the Company's common
stock. Ms. Suttmeier is a participant in the Plan and may direct some of her
investments under the Plan into the Oneida Ltd. Unitized Company Stock Fund.
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 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 amount 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 bylaws require 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 of 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 Amendment to Oneida Ltd. 401(k) Savings Plan to include the Oneida Ltd.
Unitized Company Stock Fund.
5 Opinion of Catherine H. Suttmeier as to the legality of the shares
registered hereunder.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Catherine H. Suttmeier (included in Exhibit 5)
24 Powers of Attorney (included on signature page)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To submit the Oneida Ltd. 401(k) Savings Plan, as
amended to include the Oneida Ltd. Unitized Company Stock Fund to the Internal
Revenue Service (the "IRS") in a timely manner and has or will make all changes
required by the IRS in order to qualify the plan under Internal Revenue Code
Section 401.
(2) 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;
(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 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;
(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;
provided, however, that paragraphs (a)(2)(i) and (a)(2)(ii)
do not apply if the registration statement is on Form S-3, Form S-8 or Form F-8,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(3) 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 the time shall be deemed to be the initial
bona fide offering thereof.
(4) 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 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 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 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 the time shall be deemed to be the initial bona fide offering
thereof.
(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 following provisions, 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
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 of 1933, as amended, 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 25th day
of August, 1999.
ONEIDA LTD.
By: /s/ WILLIAM D. MATTHEWS
William D. Matthews
Chairman of the Board
POWER OF ATTORNEY
Each of the undersigned whose signature appear below hereby constitutes and
appoints Peter J. Kallet 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 attorneys-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, this
Registration Statement has been signed below by the following persons in the
capacities and on the 25th day of August.
Signature Title Date
(i) Principal Executive Officer
/s/ PETER J. KALLET President and Chief August 25, 1999
Peter J. Kallet Executive Officer
(ii) Principal Financial Officer
/s/ EDWARD W. THOMA Senior Vice President- August 25, 1999
Edward W. Thoma Finance
(iii) Principal Accounting Officer
/s/ THOMAS A. FETZNER Vice President and August 25, 1999
Thomas A. Fetzner Corporate Controller
(iv) A Majority of the Board of Directors
/s/ R. QUINTUS ANDERSON Director August 25, 1999
R. Quintus Anderson
/s/ GEORGIA S. DERRICO Director August 25, 1999
Georgia S. Derrico
/s/ J. PETER FOBARE Director August 25, 1999
J. Peter Fobare
/s/ GREGORY M. HARDEN Director August 25, 1999
Gregory M. Harden
/s/ PETER J. KALLET Director August 25, 1999
Peter J. Kallet
/s/ WILLIAM D. MATTHEWS Director August 25, 1999
William D. Matthews
/s/ WHITNEY D. PIDOT Director August 25, 1999
Whitney D. Pidot
/s/ CATHERINE H. SUTTMEIER Director August 25, 1999
Catherine H. Suttmeier
/s/ WILLIAM M. TUCK Director August 25, 1999
William M. Tuck
Pursuant to the requirements of the Securities Act, the Oneida Ltd. 401(k)
Savings Plan has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Oneida, New
York on the 25th day of August, 1999.
Oneida Ltd. 401(k) Savings Plan
By: Plan Administrator
/s/ SHELLEY J. HYDE
Shelley J. Hyde
Oneida Ltd. Employee Benefits Committee
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INDEX TO EXHIBITS
Exhibit Description
4 Amendment to Oneida Ltd. 401(k) Savings Plan to include the Oneida
Ltd. Unitized Company Stock Fund.
5 Opinion of Catherine H. Suttmeier as to the legality of the shares
registered hereunder.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Catherine H. Suttmeier (included in Exhibit 5)
24 Powers of Attorney (included on signature page)
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EXHIBIT 4
AMENDMENT TO
ONEIDA LTD. 401(k) SAVINGS PLAN
(As Amended through August 31, 1999)
The Oneida Ltd. 401(k) Savings Plan (the "Plan") is amended as follows:
1. Effective August 31, 1999 a new Section 11.04(i) is added as follows:
Oneida Ltd. Unitized Company Stock Fund. At the discretion of the
Committee, the Plan may acquire and hold Common Stock of Oneida Ltd. ("Company
Stock"). Participants may elect to invest amounts held in their Account in units
of a Unitized Company Stock fund ("Unitized Company Stock Fund") established by
the Trustee pursuant to Section _______ of the Plan subject to such restrictions
and administrative procedures as are imposed by the Committee, pursuant to its
discretionary authority to administer and interpret the Plan.
IN WITNESS WHEREOF, Oneida Ltd. has caused this instrument to be executed
by its duly authorized officer this 31st day of August, 1999.
Oneida Ltd.
/s/ EDWARD W. THOMA
Edward W. Thoma
Senior Vice President-Finance
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EXHIBIT 5
August 25, 1999
To the Board of Directors of ONEIDA LTD.
Ladies and Gentlemen:
I am General Counsel for Oneida Ltd., a New York corporation (the
"Company"), and have acted as such 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 100,000 shares
(the "Shares") of common stock, par value $1.00 per share, of the Company (the
"Common Stock"), to be issued from time to time pursuant to the Oneida Ltd.
401(k) Plan, as amended (the "Plan").
In so acting, I have examined the Registration Statement and I have also
examined and relied as to factual matters upon the representations and
warranties contained in originals, or copies certified or otherwise identified
to my satisfaction, of such documents, records, certificates and other
instruments as in my judgment are necessary or appropriate to enable me to
render the opinion expressed below. In such examination, I have assumed the
genuineness of all signatures, the authenticity of all documents, certificates
and instruments submitted to me as originals and the conformity with originals
of all documents submitted to me 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 I do not express any opinion
herein concerning any other law.
Based upon the foregoing and having regard for such legal considerations as
I have deemed relevant, I am 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 Plan and (b) paid for in full in accordance
with the terms of the Plan, the Shares will be validly issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ CATHERINE H. SUTTMEIER
Catherine H. Suttmeier
Vice President, Secretary
and General Counsel
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 24, 1999 on
our audits of the consolidated financial statements and financial statement
schedules of Oneida Ltd. as of January 30, 1999 and January 31, 1998, and for
each of the three years in the period ended January 30, 1999, which report is
included in the Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
/s/ PRICEWATREHOUSE COOPERS LLP
Syracuse, New York
September 8, 1999
