<PAGE> 1
As filed with the Securities and Exchange Commission on October 8, 1997
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HERBALIFE INTERNATIONAL, INC.
NEVADA 22-2695420
(State of Incorporation or Organization) (I.R.S. Employer Identification Number)
1800 Century Park East
Los Angeles, California 90067
(310) 410-9600
(Address of principal executive offices)
NON-QUALIFIED STOCK OPTION AGREEMENTS
(Full title of the plans)
--------------------
ROBERT A. SANDLER, ESQ.
HERBALIFE INTERNATIONAL, INC.
1800 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(310) 410-9600
(Agent for service)
--------------------
It is requested that copies of communications be sent to:
ANTHONY T. ILER, ESQ.
IRELL & MANELLA LLP
333 S. HOPE ST., SUITE 3300
LOS ANGELES, CALIFORNIA 90071
(213) 620-1555
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
to be registered registered (1) Price Per Share Offering Price(2) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock ($.01 par value) 156,000 shares $25 5/8 $3,841,500 $1,325
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Securities registered are 156,000 shares of Common Stock subject to
issuance upon exercise of non-qualified stock options granted to
non-employee directors of the Registrant.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933 based upon the
average of the high and low sale prices of the Common Stock on the Nasdaq
National Market System on October 6, 1997.
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EXPLANATORY NOTE
On November 15, 1996, Herbalife International, Inc. (the "Company") filed a
Registration Statement on Form S-8 (Reg. No. 333-16249) (the "Previous
Registration") containing a prospectus meeting the requirements of Part I of
Form S-3 relating to reofferings by certain persons of the shares of common
stock, $0.01 par value per share ("Common Stock") covered thereby.
Pursuant to General Instruction E of Form S-8, this Registration Statement
on Form S-8 (the "Registration Statement") registers an additional 156,000
shares of the Company's Common Stock which may be acquired upon the exercise of
non-qualified stock options granted to non-employee directors of the Company.
Such stock options were granted to retire cash-only stock appreciation rights
("SARs") previously granted to such directors, and contain vesting and exercise
price provisions that are identical to the SARs surrendered. The SARs were
originally granted to address qualification requirements under Rule 16b-3
promulgated by the Securities and Exchange Commission. Rule 16b-3 has
subsequently been amended to permit the granting of stock options to plan
administrators, and consequently the Company elected to convert the outstanding
SARs into non-qualified stock options with identical economic provisions.
The Previous Registration, including the re-offer prospectus included
therein, is hereby incorporated by reference, pursuant to General Instruction E
to Form S-8. The information reflected below under Part I is that which is
revised from the Previous Registration.
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PART I
SELLING STOCKHOLDERS
The shares of Common Stock covered by this Prospectus are being
registered for reoffers and resales by Edward J. Hall, Alan Liker and
Christopher M. Miner (the "Selling Stockholders"), non-employee directors of the
Company who have or may acquire such shares pursuant to the exercise of options
granted to retire previously outstanding SARs. The Selling Stockholders named
below may resell all, a portion, or none of the shares that they have acquired
or may acquire pursuant to the exercise of options.
The following table shows the names of the Selling Stockholders, their
positions with the Company, the number of shares of Common Stock known by the
Company to be beneficially owned by them as of October 8, 1997, the number of
shares covered by this Prospectus and the number of shares of Common Stock to be
owned by each Selling Stockholder if such Selling Stockholder were to sell all
of his shares of Common Stock covered by this Prospectus.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
NUMBER OF PERCENTAGE OF
NUMBER OF SHARES NUMBER OF CLASS TO BE
SHARES COVERED BY SHARES TO BE BENEFICIALLY
POSITION BENEFICIALLY THIS HELD AFTER OWNED AFTER
SELLING STOCKHOLDER WITH THE COMPANY OWNED PROSPECTUS OFFERING(1) OFFERING(1)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Edward J. Hall Director -- 58,000 -- --
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Alan Liker Director -- 53,000 -- --
- --------------------------------------------------------------------------------------------------------------------
Christopher M. Miner Director -- 45,000 -- --
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</TABLE>
(1) Assumes that no additional shares are purchased and sold by any Selling
Stockholder.
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EXPERTS
The consolidated financial statements as of December 31, 1996 and 1995
and for each of the three years in the period ended December 31, 1996
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1996, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and has been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
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<PAGE> 5
PART II
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
5 Legal Opinion of Irell & Manella LLP(1)
23.1 Consent of Independent Auditors - Deloitte & Touche LLP(1)
23.2 Consent of Irell & Manella LLP (included in legal opinion filed as Exhibit 5)
24 Power of Attorney (included on the signature pages filed herewith)
</TABLE>
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(1) Filed herewith.
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<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Los Angeles, State of California, on this eighth
day of October, 1997.
HERBALIFE INTERNATIONAL, INC.
(a Nevada corporation)
Registrant
By: /s/ TIMOTHY GERRITY
--------------------------------------------
Timothy Gerrity
Executive Vice President and Chief Financial
Officer
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<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Herbalife International,
Inc., a Nevada corporation, do hereby constitute and appoint each of Mark
Hughes, Chairman, President and Chief Executive Officer, and Christopher Pair,
Executive Vice President, Chief Operating Officer and Secretary, the lawful
attorney-in-fact and agent, with full power and authority to do any and all acts
and things and to execute any and all instruments which said attorney and agent
determines to be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulation or requirements of the Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration Statement
and to any and all instruments or documents filed as part of or in connection
with this Registration Statement or amendments or supplements thereof, and each
of the undersigned hereby ratifies and confirms all that said attorney and agent
shall do or cause to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of October 8, 1997.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on October 8, 1997.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ MARK HUGHES Chairman, President and Chief Executive
- ---------------------------------------- Officer (Principal Executive Officer)
Mark Hughes
/s/ CHRISTOPHER PAIR Director, Executive Vice President,
- ---------------------------------------- Chief Operating Officer and Secretary
Christopher Pair
/s/ TIMOTHY GERRITY Executive Vice President and Chief
- ---------------------------------------- Financial Officer (Principal Financial and
Timothy Gerrity Accounting Officer)
/s/ MICHAEL ROSEN Director and Executive Vice President, Chief
- ---------------------------------------- Executive of Corporate Development/Marketing
Michael Rosen
</TABLE>
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<PAGE> 8
<TABLE>
<S> <C>
/s/ EDWARD J. HALL Director
- ----------------------------------------
Edward J. Hall
/s/ ALAN LIKER Director
- ----------------------------------------
Alan Liker
/s/ CHRISTOPHER M. MINER Director
- ----------------------------------------
Christopher M. Miner
</TABLE>
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<PAGE> 9
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
HERBALIFE INTERNATIONAL, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
5 Legal Opinion of Irell & Manella LLP(1)
23.1 Consent of Independent Auditors - Deloitte & Touche LLP(1)
23.2 Consent of Irell & Manella LLP (included in legal opinion filed as Exhibit 5)
24 Power of Attorney (included on the signature pages filed herewith)
</TABLE>
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(1) Filed herewith.
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EXHIBIT 5
LEGAL OPINION OF IRELL & MANELLA LLP
[LETTERHEAD OF IRELL & MANELLA LLP]
October 8, 1997
Herbalife International, Inc.
1800 Century Park East
Los Angeles, California 90067
Ladies and Gentlemen:
We have acted as counsel for Herbalife International, Inc., a Nevada
corporation (the "Company"), in connection with the proposed filing with
the Securities and Exchange Commission expected to be made on or about
October 8, 1997 under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-8 (the "Registration Statement") for the
purpose of registering 156,000 shares of the Company's Common Stock, par
value $.01 per share (the "Shares"). As your counsel in connection with
this transaction, we have examined such matters and documents as we have
deemed necessary or relevant as a basis for this opinion.
Based on these examinations, it is our opinion that the Shares, when
issued and paid for in the manner referred to in the Registration
Statement, will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the reference to this firm under the
caption "Legal Matters" in the Reoffer Prospectus forming a part of this
Registration Statement.
Very Truly Yours,
/s/ IRELL & MANELLA LLP
-----------------------
Irell & Manella LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS -- DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this Registration
Statement of Herbalife International, Inc. on Form S-8 of our report dated
February 14, 1997, appearing in the Annual Report on Form 10-K of
Herbalife International, Inc. for the year ended December 31, 1996 and to
the reference to us under the heading "Experts" in the Prospectus, which
is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Los Angeles, CA
October 8, 1997
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EXHIBIT 24
POWER OF ATTORNEY
Reference is made to the signature pages of this Registration
Statement.
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