As filed with the Securities and Exchange Commission on March 2, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________________________
BeautiControl, Inc.
(Exact name of registrant as specified in its charter)
Delaware 75-2036343
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2121 Midway Road 75006
Carrollton, Texas (Zip Code)
(Address of Principal Executive Offices)
1996 Non-Qualified Stock Option Plan
(Full title of the plan)
__________________________________
RICHARD W. HEATH
Chairman of the Executive Committee
and Chief Executive Officer
BeautiControl, Inc.
2121 Midway Road
Carrollton, Texas 75006
(972) 458-0601
(Name, address and telephone number, including area code, of agent for service)
Copy to:
DAVID H. ODEN
Haynes and Boone, L.L.P.
901 Main Street, 31st Floor
Dallas, Texas 75202
(214) 651-5000
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount Proposed Proposed Amount of
To Be Registered To Be Maximum Maximum Aggregate Registration
Registered Offering Price Offering Price(1) Fee(1)
per Share(1)
------------------- ---------- -------------- ----------------- ------------
Common Stock, 1,100,000 $2.59 $2,849,000 $752
$.10 par value
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(1) Estimated pursuant to Rule 457(h)(1) solely for the purpose
of calculating the registration fee, based on the average of the
high and low price of the Common Stock, as reported on the NASDAQ
National Market, on February 29, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation of Prior Registration Statement by Reference.
The contents of the Registrant's Registration Statement on Form
S-8, Registration Number 333-17479, filed with the Securities and
Exchange Commission on December 9, 1996 (the "1996 S-8"), is
incorporated here by reference.
Item 8. Exhibits.
Exhibit No. Exhibit
----------- -------
5.1 Opinion of Haynes and Boone, LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of PricewaterhouseCoopers.
23.3 Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
24.1 Power of Attorney of the directors (included on the
signature page of this registration statement).
<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, in the City of Carrollton,
State of Texas, on March 1, 2000.
BEAUTICONTROL, INC.
By: /s/ RICHARD W. HEATH
-----------------------------------
Richard W. Heath
Chairman of the Executive Committee
And Chief Executive Officer
KNOW ALL BY THESE PRESENTS, that each of the undersigned
hereby constitutes and appoints Richard W. Heath and Kristi L. Hubbard,
and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution, for him or her and on his or her behalf and in his or her
name, place and stead, in any and all capacities, to sign, execute, and
file with the Securities and Exchange Commission and any state
securities regulatory board or commission any documents relating to the
proposed issuance and registration of the securities offered pursuant
to this registration statement on Form S-8 under the Securities Act of
1933, including any amendment or amendments relating thereto, with all
exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys,
and each of them, 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 in order to effectuate the same as fully to all intents and
purposes as he or she might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
either of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done.
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 dates indicated.
Signature Title Date
--------- ----- ----
/s/ JINGER L. HEATH Chairman of the Board March 1, 2000
Jinger L. Heath and Director
/s/ RICHARD W. HEATH Chairman of the Executive March 1, 2000
Richard W. Heath Committee, Chief Executive
Officer and Director
/s/ SHEILA O'CONNELL COOPER President, Chief Operating March 1, 2000
Sheila O'Connell Cooper Officer, and Director
<PAGE>
/s/ KRISTI L. HUBBARD Senior Vice President March 1, 2000
Kristi L. Hubbard and Controller
(Principal Financial
and Accounting Officer)
/s/ CHARLES M. DIKER Director March 1, 2000
Charles M. Diker
/s/ ROBERT S. FOLSOM Director March 1, 2000
Robert S. Folsom
/s/ JOSEPH M. HAGGAR, III Director March 1, 2000
Joseph M. Haggar, III
/s/ A. STARKE TAYLOR, JR. Director March 1, 2000
A. Starke Taylor, Jr.
/s/ JOEL T. WILLIAMS, JR. Director March 1, 2000
Joel T. Williams, Jr.
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Exhibit
------- -------
5.1 Opinion of Haynes and Boone, LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of PricewaterhouseCoopers.
23.3 Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
24.1 Power of Attorney of the directors (included on the signature
page of this registration statement).
EXHIBIT 5.1
March 2, 2000
BeautiControl, Inc.
2121 Midway Road
Carrollton, TX 75006
Re: Registration Statement on Form S-8 of 1,100,000 shares of Common
Stock of BeautiControl, Inc.
Ladies and Gentlemen:
We have acted as counsel to BeautiControl, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with
the Securities and Exchange Commission under the Securities Act of
1933, as amended. The Registration Statement relates to the
registration of 1,100,000 shares of Common Stock, par value $.10 per
share (the "Common Stock") of the Company.
We have examined such documents, records and matters of law as we have
deemed necessary for the purposes of this opinion. Based upon the
foregoing, and having due regard for such legal considerations as we
deem relevant, we are of the opinion that the 1,100,000 shares of
Common Stock to be registered pursuant to the Registration Statement
have been duly authorized and are validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to this
Registration Statement.
Very truly yours,
HAYNES AND BOONE, LLP
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement on Form 8 to be filed on or about March 2, 2000, pertaining to
the 1996 Non-Qualified Stock Option Plan of BeautiControl, Inc. of our
report dated December 30, 1999, except for Note G, as to which the date
is February 14, 2000, with respect to the consolidated financial
statements and schedule of BeautiControl, Inc. included in its Annual
Report (Form 10-K) for the year ended November 30, 1999, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
February 29, 2000
EXHIBIT 23.2
Consent of Independent Auditors
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the 1996 Non-Qualified Stock Option
Plan of BeautiControl, Inc. of our report dated December 15, 1998,
with respect to the financial statements of BeautiControl Taiwan, Inc.,
Taiwan Branch for the year ended November 30, 1998 and for the
period from inception on August 15, 1997 to November 30, 1997, included
in BeautiControl, Inc.'s Annual Report (Form 10-K) for the year ended
November 30, 1999, filed with the Securities and Exchange Commission.
PricewaterhouseCoopers
Taiwan, Republic of China
February 24, 2000
