As filed with the Securities and Exchange Commission on October 24, 1997
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
American Safety Razor Company
(Exact Name of Registrant as Specified in its Charter)
Delaware 54-1050207
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
P.O. Box 500
Staunton, Virginia 24402-0500
(Address of Principal Executive Offices) (Zip Code)
American Safety Razor Company Stock Option Plan
(Full Title of the Plan)
Thomas G. Kasvin
American Safety Razor Company
P.O. Box 500
Staunton, Virginia 24402-0500
(Name and Address of Agent For Service)
(540) 248-8000
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed Maximum Amount of
Title of Securities Amount to be Maximum Offering Aggregate Offering Registration
to be Registered Registered Price Per Share(1) Price(1) Fee
<S> <C> <C> <C> <C>
Common Stock ($.01 per share
par value)......................... 250,000 Shares $17.00(2) $4,250,000(2) $1287.88
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Pursuant to Rule 457(h)(1), computed on the basis of the average of the
high and low prices of the Registrant's Common Stock as reported on the
Nasdaq National Market on October 21, 1997.
</TABLE>
<PAGE>
STATEMENT OF INCORPORATION BY REFERENCE
The contents of the Form S-8 Registration Statement (File No. 33-73983),
filed by the registrant with the Securities and Exchange Commission on January
11, 1994, and the Form S-8 Registration Statement (File No. 33-96984), filed by
the registrant with the Securities and Exchange Commission on September 14,
1995, each with respect to the American Safety Razor Company Stock Option Plan
are incorporated herein by reference as if set forth in their entirety herein.
<PAGE>
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, on this 24th day of October, 1997.
AMERICAN SAFETY RAZOR COMPANY
By: /s/ Thomas G. Kasvin
--------------------
Thomas G. Kasvin
Senior Vice President and
Assistant Secretary
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints William C. Weathersby and Thomas G. Kasvin and each of them, the true
and lawful attorneys-in-fact and agents of the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agents, or any of them, or their 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 their
respective capacities on this 24th day of October, 1997.
Signature Title
/s/ Thomas H. Quinn Chairman of the Board and
- --------------------------- Chief Executive Officer
Thomas H. Quinn (Principal Executive Officer)
/s/ William C. Weathersby Director, President and
- --------------------------- Chief Operating Officer
William C. Weathersby
/s/ Thomas G. Kasvin Senior Vice President and
- --------------------------- Chief Financial Officer
Thomas G. Kasvin (Principal Financial and
Accounting Officer)
/s/ William C. Ballard, Jr. Director
- ---------------------------
William C. Ballard, Jr.
/s/ Jonathan F. Boucher Director, Vice President and
- --------------------------- Assistant Secretary
Jonathan F. Boucher
/s/ D. Patrick Curran Director
- ---------------------------
D. Patrick Curran
/s/ John W. Jordan II Director
- ---------------------------
John W. Jordan II
/s/ John R. Lowden Director
- ---------------------------
John R. Lowden
/s/ Paul D. Rhines Director
- ---------------------------
Paul D. Rhines
/s/ David W. Zalaznick Director
- ---------------------------
David W. Zalaznick
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
5 Opinion of Mayer, Brown & Platt
10 Second Amendment to American Safety
Razor Company Stock Option Plan
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Mayer, Brown & Platt (included
in the opinion filed as Exhibit 5 hereto)
24 Powers of Attorney (included on the
signature page of the Registration Statement)
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EXHIBIT 5
OPINION OF COUNSEL
October 24, 1997
American Safety Razor Company
P.O. Box 500
Staunton, Virginia 24402-0500
Ladies and Gentlemen:
We are acting as special counsel to American Safety Razor Company (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended, of up to 250,000 shares of its Common Stock, $.01 par value (the
"Shares"), to be offered pursuant to the American Safety Razor Company Stock
Option Plan (the "Stock Option Plan"). In connection therewith, we have examined
or are otherwise familiar with the Company's Amended and Restated Certificate of
Incorporation, the Company's Amended and Restated By-Laws, the Stock Option
Plan, each as amended to date, the Company's Registration Statement on Form S-8
(the "Registration Statement") relating to the Shares, relevant resolutions of
the Board of Directors of the Company, and such other documents and instruments
as we have deemed necessary for the purposes of this opinion.
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to us as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that we have examined.
Based upon the foregoing, we are of the opinion that the Shares are duly
authorized for issuance and when issued in accordance with the provisions of the
Stock Option Plan will be legally issued, fully paid and non-assessable shares
of the Company.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Mayer, Brown & Platt
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EXHIBIT 10
AMERICAN SAFETY RAZOR COMPANY
SECOND AMENDMENT TO STOCK OPTION PLAN
This Second Amendment to Stock Option Plan (the "Plan") of American
Safety Razor Company (the "Company") is dated as of May 20, 1997 (the
"Amendment").
WHEREAS, the Board of Directors (the "Board") of the Company adopted
the Plan on May 24, 1993 to advance the interests of the Company and its
subsidiaries, to strengthen the Company's ability to attract and retain its
directors and employees and to provide such directors and employees with an
opportunity to acquire an equity interest in the Company;
WHEREAS, the Board approved this Amendment in order to increase the
number of shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock") reserved for issuance under the plan from 500,000 to 750,000 in
order to retain flexibility in awarding shares of Common Stock under the Plan;
WHEREAS, the stockholders of the Company have, at a meeting duly called
and held by the Company on May 20, 1997, approved the increase in the number of
shares of Common Stock reserved for issuance under the Plan;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 4.1 of the Plan is hereby amended by deleting the number
"500,000" and substituting therefor "750,000".
2. Except as herein amended, the Plan shall remain in full force and
effect and is ratified in all respects. On and after the effectiveness of this
Amendment, each reference in the Plan to "this Plan," "hereunder," "hereof, "
"herein" or words of like import, and each reference to the Plan in any other
agreements, documents or instruments executed and delivered pursuant to the
Plan, shall mean and be a reference to the Plan, as amended by this Amendment.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to incorporation by reference in this registration statement of
American Safety Razor Company and subsidiaries on Form S-8 of our report dated
February 4, 1997, on our audits of the consolidated financial statements and
financial statement schedule of American Safety Razor Company and its
subsidiaries as of December 31, 1996 and 1995, and for the years ended December
31, 1996, 1995 and 1994, which report appears in the December 31, 1996 annual
report on Form 10-K of American Safety Razor Company.
/s/ Coopers & Lybrand, L.L.P.
Richmond, Virginia
October 22, 1997
