<PAGE> 1
Registration No. 333-
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COLE NATIONAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 34-1453189
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
5915 Landerbrook Drive, Mayfield Heights, Ohio 44124
(Address of Principal Executive Offices, Including Zip Code)
1996 MANAGEMENT STOCK OPTION PLAN
(Full Title of the Plan)
Wayne L. Mosley, Vice President,
Controller, Assistant Secretary
and Assistant Treasurer
Cole National Corporation
5915 Landerbrook Drive
Mayfield Heights, Ohio 44124
(Name and Address of Agent For Service)
(216) 449-4100
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Title of Proposed Maxi- Proposed Maxi- Amount of
Securities to Amount to be mum Offering mum Aggregate Registration
be Registered Registered (1) Price Per Share (2) Offering Price (2) Fee
=============================================================================================================================
<S> <C> <C> <C> <C>
Class A Common 884,000 $27.56 $24,363,040 $7,382.74
Stock, par value $.001
per share (2)
Preferred Share 884,000 -(3) -(3) -(3)
Purchase Rights rights (3)
=============================================================================================================================
<FN>
(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities Act"), this Registration Statement also covers such
additional Class A Common Stock, par value $.001 per share (the "Common Stock"), as may become issuable pursuant to the
anti-dilution provisions of the 1996 Management Stock Option Plan.
(2) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the
General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such
securities on the New York Stock Exchange on January 6, 1997, within five business days prior to filing.
</TABLE>
Page 1 of 8 Pages
<PAGE> 2
(3) These securities, which were created pursuant to the Rights Agreement dated
as of August 22, 1995 by and between the Company and National City Bank as
Rights Agent, may be transferred with and only with the shares of Common Stock
(unless events specified in the Company's Rights Agreement occur). Therefore,
such rights have no offering price and a fee is not required in connection
therewith.
Exhibit Index Appears on Page 8
Page 2 of 8 Pages
<PAGE> 3
Part II
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents previously filed by Cole National Corporation
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference: (a) the Registrant's Annual
Report on Form 10-K for the fiscal year ended February 3, 1996 (the "Form
10-K"); (b) the Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended May 4, 1996, August 3, 1996 and November 2, 1996, and all other
reports filed by the Registrant pursuant to Sections 13(a) and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), since February 3, 1996;
and (c) the description of the Common Stock contained in the Registration
Statement on Form 8-A dated as of February 14, 1994, and as amended on April 6,
1994, as filed with the Commission and the Stockholders' Rights Plan contained
in the Registration Statement on Form 8-A filed with the Commission on September
7, 1995; both of the Form 8-As were filed pursuant to the Exchange Act for
purposes of registering such securities thereunder.
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 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 herein by reference and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities
-------------------------
Not applicable. (Class of securities to be offered is registered under
Section 12 of the Exchange Act.)
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Articles Seventh and Eighth of Registrant's Restated Certificate of
Incorporation and Article VIII of the Registrant's Amended and Restated By-laws
are incorporated herein by reference respectively to Exhibits 3.1(i) and 3.2(ii)
of the Registrant's Annual Report on Form 10-K for the period ended February 3,
1996 (File No. 1-12814).
The Registrant has entered into indemnity agreements with its current
directors and officers, and maintains directors and officers liability insurance
for its directors and executive officers. Item 15 in Part II of Registrant's
Form S-3 Registration Statement, No. 333-5875, is incorporated herein by
reference.
Item 7. Exemption from Registration Claims
----------------------------------
Not Applicable.
Item 8. Exhibits
--------
4.1 Restated Certificate of Incorporation is incorporated herein
by reference to Exhibit 3.1(i) of the Registrant's Annual
Report on Form 10-K for the period ended February 3, 1996
(File No. 1-12814).
Page 3 of 8 Pages
<PAGE> 4
4.2 Amended and Restated By-Laws are incorporated herein by
reference to Exhibit 3.2(ii) of the Registrant's Annual Report
on Form 10-K for the period ended February 3, 1996 (File No.
1-12814).
4.3 Rights Agreement and Form of Right Certificate are
incorporated by reference to Form 8-A filed with the
Commission on September 7, 1995 (File No. 1-12814).
4.4 1996 Management Stock Option Plan, including forms of
Nonqualified Stock Option Agreement (1996 Time Vesting), is
incorporated herein by reference to Exhibit 10.10 of the
Registrant's Annual Report on Form 10-K for the period ended
February 3, 1996 (File No. 1-12814).
5.1* Opinion and Consent of Jones, Day, Reavis & Pogue.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Jones, Day, Reavis & Pogue (included in Exhibit
5.1).
24.1* Powers of Attorney.
- ----------------
* Filed herewith
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:
(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 amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in the volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20% change in
the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective 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)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
Page 4 of 8 Pages
<PAGE> 5
(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.
(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 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 Section 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 that time shall be deemed to be in 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
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
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 of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
Page 5 of 8 Pages
<PAGE> 6
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 the City of Mayfield Heights, State of Ohio, on January 8, 1997.
COLE NATIONAL CORPORATION
By: /s/ Wayne L. Mosley
---------------------------------------------
Wayne L. Mosley, Vice President, Controller,
Assistant Secretary and Assistant Treasurer
Page 6 of 8 Pages
<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman, Chief Executive Officer, January 8, 1997
- ------------------------------------------ Chief Financial Officer and Director
Jeffrey A. Cole (Principal Executive Officer and
Principal Financial Officer)
* President, Chief Operating Officer January 8, 1997
- ------------------------------------------ and Director
Brian B. Smith
/s/ Wayne L. Mosley Vice President, Controller, Assistant January 8, 1997
- ------------------------------------------ Secretary and Assistant Treasurer
Wayne L. Mosley (Principal Accounting Officer)
* Director January 8, 1997
- ------------------------------------------
Timothy F. Finley
* Director January 8, 1997
- ------------------------------------------
Irwin N. Gold
* Director January 8, 1997
- ------------------------------------------
Peter V. Handal
* Director January 8, 1997
- ------------------------------------------
Charles A. Ratner
<FN>
* Wayne L. Mosley, the undersigned attorney-in-fact, by signing his name hereto, does hereby sign and execute this
Registration Statement on behalf of the above indicated Registrant and officers and directors thereof (constituting a majority of
the directors) pursuant to a power of attorney filed with the Securities and Exchange Commission.
</TABLE>
January 8, 1997 By: /s/ Wayne L. Mosley
--------------------
Wayne L. Mosley, Vice President,
Controller, Assistant Secretary and
Assistant Treasurer
Page 7 of 8 Pages
<PAGE> 8
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Pagination by
sequential
Exhibit Exhibit numbering
Number Description system
------ ----------- ------
<S> <C> <C>
4.1 Restated Certificate of Incorporation is incorporated herein by reference to -
Exhibit 3.1(i) of the Registrant's Annual Report on Form 10-K for the period
ended February 3, 1996 (File No. 1-12814).
4.2 Amended and Restated By-Laws are incorporated herein by reference to -
Exhibit 3.2(ii) of the Registrant's Annual Report on Form 10-K for the period
ended February 3, 1996 (File No. 1-12814).
4.3 Rights Agreement and Form of Right Certificate are incorporated by -
reference to Form 8-A filed with the Commission on September 7, 1995 (File
No. 1-12814).
4.4 1996 Management Stock Option Plan, including forms of Nonqualified Stock
Option Agreement (1996 Time Vesting), is incorporated herein by reference -
to Exhibit 10.10 of the Registrant's Annual Report on Form 10-K for the
period ended February 3, 1996 (File No. 1-12814).
5.1* Opinion and Consent of Jones, Day, Reavis & Pogue. -
23.1* Consent of Arthur Andersen LLP. -
23.2* Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1). -
24.1* Powers of Attorney. -
- --------
<FN>
* Filed herewith
</TABLE>
Page 8 of 8 Pages
<PAGE> 1
Exhibit 5.1
January 8, 1997
Cole National Corporation
5915 Landerbrook Drive
Mayfield Heights, Ohio 44124
Re: Cole National Corporation
1996 Management Stock Option Plan
---------------------------------
Ladies and Gentlemen:
We have acted as counsel for Cole National Corporation, a Delaware
corporation (the "Registrant"), in connection with the Cole National Corporation
1996 Management Stock Option Plan (the "Plan"). We have examined such documents,
records and matters of law as we have deemed necessary for purposes of this
opinion, and based thereupon, we are of the opinion that the shares of Class A
Common Stock, par value $.001 per share (the "Common Stock"), that may be issued
or transferred and sold pursuant to the Plan (and the authorized forms of
Nonqualified Stock Option Agreement (1996 Time Vesting) thereunder) will be,
when issued or transferred and sold in accordance with the Plan and such
Agreements, and assuming receipt of consideration at least equal to the par
value of the Common Stock, duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-8 filed by the Registrant to effect
registration of the shares of Common Stock to be issued or transferred and sold
pursuant to the Plan under the Securities Act of 1933.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
March 19, 1996 included in the Cole National Corporation Form 10-K for the year
ended February 3, 1996 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Cleveland, Ohio,
January 8, 1997
<PAGE> 1
Exhibit 24.1
DIRECTOR AND/OR OFFICER OF
COLE NATIONAL CORPORATION
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
The undersigned director and/or officer of Cole National Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints
Jeffrey A. Cole, Joseph Gaglioti and Wayne Mosley, or any of them, with full
power of substitution and resubstitution, as attorneys or attorney of the
undersigned, for him or her and in his or her name, place and stead, to sign
and file under the Securities Act of 1933 one or more Registration Statement(s)
on Form S-8 relating to the registration for sale of the Corporation's Class A
Common Stock, and any and all amendments, supplements and exhibits thereto,
including pre-effective and post-effective amendments or supplements, and any
and all applications or other documents to be filed with the Securities and
Exchange Commission pertaining to such registration(s), with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the act of
said attorneys and any of them and any such substitute.
EXECUTED as of June 6, 1996.
/s/ Jeffrey A. Cole Chairman, Chief Executive Officer,
- -------------------------- Chief Financial Officer and Director
Signature ------------------------------------
Title
Jeffrey A. Cole
- --------------------------
Name
<PAGE> 2
DIRECTOR AND/OR OFFICER OF
COLE NATIONAL CORPORATION
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
The undersigned director and/or officer of Cole National Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints
Jeffrey A. Cole, Joseph Gaglioti and Wayne Mosley, or any of them, with full
power of substitution and resubstitution, as attorneys or attorney of the
undersigned, for him or her and in his or her name, place and stead, to sign
and file under the Securities Act of 1933 one or more Registration Statement(s)
on Form S-8 relating to the registration for sale of the Corporation's Class A
Common Stock, and any and all amendments, supplements and exhibits thereto,
including pre-effective and post-effective amendments or supplements, and any
and all applications or other documents to be filed with the Securities and
Exchange Commission pertaining to such registration(s), with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the act of
said attorneys and any of them and any such substitute.
EXECUTED as of June 6, 1996.
President, Chief Operating Officer,
/s/ Brian Smith and Director
- ---------------------------- -----------------------------------
Signature Title
Brian Smith
- ----------------------------
Name
<PAGE> 3
DIRECTOR AND/OR OFFICER OF
COLE NATIONAL CORPORATION
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
The undersigned director and/or officer of Cole National Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints
Jeffrey A. Cole, Joseph Gaglioti and Wayne Mosley, or any of them, with full
power of substitution and resubstitution, as attorneys or attorney of the
undersigned, for him or her and in his or her name, place and stead, to sign
and file under the Securities Act of 1933 one or more Registration Statement(s)
on Form S-8 relating to the registration for sale of the Corporation's Class A
Common Stock, and any and all amendments, supplements and exhibits thereto,
including pre-effective and post-effective amendments or supplements, and any
and all applications or other documents to be filed with the Securities and
Exchange Commission pertaining to such registration(s), with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the act of
said attorneys and any of them and any such substitute.
EXECUTED as of June 6, 1996.
/s/ Timothy F. Finley Director
- --------------------------- ---------------------------------
Signature Title
Timothy F. Finley
- ---------------------------
Name
<PAGE> 4
DIRECTOR AND/OR OFFICER OF
COLE NATIONAL CORPORATION
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
The undersigned director and/or officer of Cole National Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints
Jeffrey A. Cole, Joseph Gaglioti and Wayne Mosley, or any of them, with full
power of substitution and resubstitution, as attorneys or attorney of the
undersigned, for him or her and in his or her name, place and stead, to sign
and file under the Securities Act of 1933 one or more Registration Statement(s)
on Form S-8 relating to the registration for sale of the Corporation's Class A
Common Stock, and any and all amendments, supplements and exhibits thereto,
including pre-effective and post-effective amendments or supplements, and any
and all applications or other documents to be filed with the Securities and
Exchange Commission pertaining to such registration(s), with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the act of
said attorneys and any of them and any such substitute.
EXECUTED as of June 6, 1996.
/s/ Irwin N. Gold Director
- -------------------------- --------------------------------
Signature Title
Irwin N. Gold
- --------------------------
Name
<PAGE> 5
DIRECTOR AND/OR OFFICER OF
COLE NATIONAL CORPORATION
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
The undersigned director and/or officer of Cole National Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints
Jeffrey A. Cole, Joseph Gaglioti and Wayne Mosley, or any of them, with full
power of substitution and resubstitution, as attorneys or attorney of the
undersigned, for him or her and in his or her name, place and stead, to sign
and file under the Securities Act of 1933 one or more Registration Statement(s)
on Form S-8 relating to the registration for sale of the Corporation's Class A
Common Stock, and any and all amendments, supplements and exhibits thereto,
including pre-effective and post-effective amendments or supplements, and any
and all applications or other documents to be filed with the Securities and
Exchange Commission pertaining to such registration(s), with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the act of
said attorneys and any of them and any such substitute.
EXECUTED as of June 6, 1996.
/s/ Peter V. Handal Director
- --------------------------- ---------------------------------
Signature Title
Peter V. Handal
- ---------------------------
Name
<PAGE> 6
DIRECTOR AND/OR OFFICER OF
COLE NATIONAL CORPORATION
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
The undersigned director and/or officer of Cole National Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints
Jeffrey A. Cole, Joseph Gaglioti and Wayne Mosley, or any of them, with full
power of substitution and resubstitution, as attorneys or attorney of the
undersigned, for him or her and in his or her name, place and stead, to sign
and file under the Securities Act of 1933 one or more Registration Statement(s)
on Form S-8 relating to the registration for sale of the Corporation's Class A
Common Stock, and any and all amendments, supplements and exhibits thereto,
including pre-effective and post-effective amendments or supplements, and any
and all applications or other documents to be filed with the Securities and
Exchange Commission pertaining to such registration(s), with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, hereby ratifying and approving the act of
said attorneys and any of them and any such substitute.
EXECUTED as of June 6, 1996.
/s/ Charles A. Ratner Director
- ------------------------- -----------------------------
Signature Title
Charles A. Ratner
- -------------------------
Name
