As filed with the Securities and Exchange Commission on
September 11, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARMOR ALL PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 33-0178217
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6 Liberty
Aliso Viejo, California 92656
(Address of Principal Executive Offices) (Zip Code)
1986 STOCK OPTION PLAN
(Full Title of Plan)
Nancy A. Miller Michael G. McCafferty
Vice President and Executive Vice President
Corporate Secretary and Chief Financial Officer
One Post Street 6 Liberty
San Francisco, CA 94104 Aliso Viejo, CA 92656
(Names and addresses of agents for service)
(415) 983-8300, (714) 448-4200
(Telephone number, including area code, of agents for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount to Offering Aggregate Amount of
to be be Regis- Price Per Offering Registra-
Registered tered Share* Price* tion Fee
- ------------------------------------------------------------
Common 800,000 $15.125 $11,822,134 $4,077
Stock,
$.01 par
value...
- ------------------------------------------------------------
* Computed, in accordance with Rule 457(h), on the basis of
(1) the actual exercise prices of the options to purchase
the Common stock being registered for which such exercise
prices are known (212,976 shares at $14.50 per share; 8,000
shares at $15.125 per share); plus (ii) with respect to
options which remain available for grant, $14.875 per share,
the average of the reported high and low prices of the
Common stock in the NASDAQ National Market system on
September 5, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
This Registration Statement on Form S-8 is being filed for
the purpose of registering additional shares under the
Registrant's 1986 Stock Option Plan and incorporates by reference
the contents of S-8 Registration Statement No. 33-16181, filed
with the Commission on July 31, 1987, for the purpose of
registering the shares originally authorized under the Plan, and
S-8 Registration Statement No. 33-43987, filed with the
Commission on November 14, 1991 for the purpose of registering
additional shares under the Plan.
Item 8. Exhibits.
The exhibits listed in the Index to Exhibits on page 6 are
filed as part of this Registration Statement.
<PAGE>
Signatures
The Registrant. 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 San
Francisco, State of California, on the 11th day of September,
1996.
ARMOR ALL PRODUCTS CORPORATION
By /s/ Nancy A. Miller
Nancy A. Miller
Vice President and Secretary
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.
Signature Title Date
- --------- ----- -----
*
- -----------------
Kenneth M. Evans President, Chief September 11, 1996
Executive Officer
and Director
(Principal Executive
Officer)
*
- -----------------
David E. McDowell Chairman of the Board September 11, 1996
*
- -----------------
Michael G. McCafferty Executive Vice September 11, 1996
President and Chief
Financial Officer
(Principal Financial and
Accounting Officer
*
- -----------------
William A. Armstrong Director September 11, 1996
*
- -----------------
Jon S. Cartwright Director September 11, 1996
*
- -----------------
David L. Mahoney Director September 11, 1996
*
- -----------------
Karen Gordon Mills Director September 11, 1996
*
- -----------------
Alan Seelenfreund Director September 11, 1996
*By /s/Nancy A. Miller
Nancy A. Miller
(Attorney-in-Fact)
EXHIBIT INDEX
Exhibit
No. Description
- ---------------------------------------------------------
*4 Armor All Products Corporation 1986 Stock Option Plan
(Exhibit (10)B to the Registrant's Report on Form 10-Q
for the quarter ended June 30, 1996).
5 Opinion of Vice President and General Counsel of
McKesson Corporation, as to the legality of the
shares being registered.
23 Independent Auditors' Consent
23.1 Consent of Vice President and General Counsel of
McKesson Corporation is included in Exhibit 5
to this Registration Statement.
24 Powers of Attorney pursuant to which certain
officers and directors of the Registrant
signed this Registration Statement
- --------------------
* Document has heretofore been filed with the Commission and
is incorporated by reference and made a part hereof.
EXHIBITS 5 and 23.1
September 11, 1996
Securities and Exchange Commission
File Desk, Room 1004
450 Fifth Street, NW
Washington, DC 20549
Ladies and Gentlemen:
Armor All Products Corporation (the "Company") is filing with the
Securities and Exchange Commission a Registration Statement on
Form S-8 for the purpose of registering under the Securities Act
of 1933, as amended, 800,000 additional shares of its Common
Stock ($.01 par value) issuable upon the exercise of options
granted under the Company's 1986 Stock Option Plan.
As General Counsel of McKesson Corporation, the parent of the
Company, I have examined such documents and such matters of fact
and law as I have deemed necessary for the purpose of rendering
the opinion expressed herein.
Based upon the foregoing, I am of the opinion that the shares of
Common Stock of the Company described above will, when issued, be
duly authorized, validly issued, fully paid and non-assessable.
Pursuant to the requirements of the Securities Act of 1933, as
amended, I hereby consent to the filing of this opinion as an
exhibit to the registration statement referred to above,
including any amendments thereto.
Very truly yours,
/s/ Ivan D. Meyerson
Ivan D. Meyerson
Vice President and General Counsel
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Armor All Products Corporation on Form S-8 of our
report dated April 25, 1996, appearing in and incorporated by
reference in the Annual Report on Form 10-K of Armor All Products
Corporation for the year ended March 31, 1996.
/s/DELOITTE & TOUCHE LLP
September 11, 1996
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Armor All Products Corporation, a Delaware
Corporation (the "Company"), contemplates filing with the
Securities and Exchange Commission at Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 (and amendments thereto,
including post-effective amendments), with respect to shares of
Common Stock, $.01 par value, of the Company issuable under the
Company's 1986 Stock Option Plan; and
WHEREAS, the undersigned is an officer or director, or
both, of the Company,
NOW, THEREFORE, the undersigned hereby constitutes and
appoints Michael G. McCafferty and Nancy A. Miller, and each of
them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for such
person and in his or her name, place and stead, in any and all
capacities, to sign the aforementioned Registration Statement and
any and all amendments (including post-effective amendments)
thereto and other documents in connection therewith, and to file
the same with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents 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 as to
all intents and purposes he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitutes, may lawfully do and cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his or her hand this 11th day of September, 1996.
<PAGE>
/s/Kenneth M. Evans
- -------------------
Kenneth M. Evans
/s/David E. McDowell
- --------------------
David E. McDowell
/s/Michael G. McCafferty
- ------------------------
Michael G. McCafferty
/s/William A. Armstrong
- -----------------------
William A. Armstrong
/s/Jon S. Cartwright
- --------------------
Jon S. Cartwright
/s/David L. Mahoney
- --------------------
David L. Mahoney
/s/Karen Gordon Mills
- ---------------------
Karen Gordon Mills
/s/Alan Seelenfreund
- --------------------
Alan Seelenfreund
