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As filed with the Securities and Exchange Commission on September 26, 2000
Registration No. ________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HOME PRODUCTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-4147027
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4501 West 47th Street
Chicago, Illinois 60632
(Address of Principal (Zip Code)
Executive Offices)
HOME PRODUCTS INTERNATIONAL, INC. F/K/A SELFIX, INC. 1994 STOCK OPTION PLAN
HOME PRODUCTS INTERNATIONAL, INC. 1999 PERFORMANCE INCENTIVE PLAN
HOME PRODUCTS INTERNATIONAL, INC. 1999 DIRECTORS RESTRICTED STOCK PLAN
and
HOME PRODUCTS INTERNATIONAL, INC. 1998 EXECUTIVE INCENTIVE PLAN
(Full title of the plans)
James R. Tennant
Chairman of the Board and Chief Executive Officer
Home Products International, Inc.
4501 West 47th Street
Chicago, Illinois 60632
(Name and address of agent for service)
(773) 890-1010
(Telephone number, including area code, of agent for service)
Please address a copy of all communications to:
Jeffrey C. Rubenstein
Much Shelist Freed Denenberg Ament & Rubenstein, P.C.
200 N. LaSalle Street, Suite 2100
Chicago, Illinois 60601
Telephone: (312) 346-3100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Title of securities Amount Proposed maximum Proposed maximum Amount of
to be to be offering price aggregate offering registration
registered registered(1) per share(2) price (2) fee
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value $0.01 per share)
to be issued and delivered pursuant to
the 1994 Stock Option Plan............... 1,050,000 $9.00 $ 9,450,000 $2,494.80
------------------------------------------------------------------------------------------------------------------------
Common Stock (par value $0.01 per share)
to be issued upon exercise of options
granted under the 1999 Performance
Incentive Plan........................... 525,500 $1.75 $ 919,625 $ 242.78
474,500 $9.00 $ 4,270,500 $1,127.41
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Common Stock (par value $0.01 per share)
to be issued under the 1999 Directors
Restricted Stock Plan.................... 100,000 $1.75 $ 175,000 $ 46.20
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Common Stock (par value $0.01 per share)
to be issued under the 1998 Executive
Incentive Plan........................... 150,000 $1.75 $ 262,500 $ 69.30
------------------------------------------------------------------------------------------------------------------------
Total...................... 2,300,000 $15,077,625 $3,980.49
========================================================================================================================
</TABLE>
(1) This registration statement also covers such additional number of shares,
presently undeterminable, as may become issuable under the Plans in the
event of stock dividends, stock splits, recapitalizations or other changes
in the common stock. The shares subject to this registration statement
reflect the shares available for issuance upon exercise of options granted
under the Home Products International, Inc. f/k/a Selfix, Inc. 1994 Stock
Option Plan, the shares available for issuance upon exercise of options or
pursuant to other awards granted under the Home Products International, Inc.
1999 Performance Incentive Plan, the shares issuable pursuant to the Home
Products International, Inc. 1999 Directors Restricted Stock Plan and the
shares issuable pursuant to the Home Products International, Inc. 1998
Executive Incentive Plan, all of which may be reoffered in accordance with
the provisions of Form S-8.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 as follows: (i)
in the case of shares of common stock which may be purchased upon exercise
of outstanding options, the fee is calculated on the basis of the price at
which the options may be exercised; and (ii) in the case of shares of common
stock, or common stock issuable pursuant to options for which options have
not yet been granted and the option price of which is therefore unknown, the
fee is calculated on the basis of the average of the high and low sale
prices per share of common stock as quoted on The Nasdaq National Market on
September 25, 2000 (within five business days prior to filing this
registration statement).
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EXPLANATORY NOTE
This registration statement registers shares of common stock, par value
$0.01 per share, of Home Products International, Inc. ("Home Products"), that
may be sold (i) upon the exercise of options which have been granted and/or may
hereafter be granted under Home Products International, Inc. f/k/a Selfix, Inc.
1994 Stock Option Plan (the "1994 Plan"), (ii) upon the exercise of options or
pursuant to other awards granted under the Home Products International, Inc.
1999 Performance Incentive Plan (the "1999 Plan"), (iii) under the Home Products
International, Inc. 1999 Directors Restricted Stock Plan (the "Directors Plan")
and (iv) under the Home Products International, Inc. 1998 Executive Incentive
Plan (the "Executive Plan") (the 1994 Plan, together with the 1999 Plan, the
Directors Plan and the Executive Plan, will be collectively referred to herein
as the "Plans").
This registration statement contains two parts. The first part contains a
"reoffer" prospectus prepared in accordance with Part I of Form S-3 (in
accordance with Instruction C of the General Instructions to Form S-8). The
second part contains information required in the registration statement pursuant
to Part II of Form S-8. Pursuant to the Note to Part I of Form S-8, the plan
information specified by Part I of Form S-8 is not required to be filed with the
Securities and Exchange Commission (the "Commission").
Home Products will provide without charge to any person, upon written or
oral request of such person, a copy of each document incorporated by reference
in Item 3 of Part II of this registration statement (which documents are
incorporated by reference in the Section 10(a) prospectus as set forth in Form
S-8), other documents required to be delivered to eligible plan participants
pursuant to Rule 428(b) of the Securities Act of 1933 (the "Securities Act") or
additional information about the Plans. Requests should be directed to Home
Products International, Inc., 4501 W. 47th Street, Chicago, Illinois 60632,
attention: James E. Winslow (telephone 773-890-1010).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing information specified in Part I of this
Registration Statement on Form S-8 (the "Registration Statement") have been or
will be sent or given to participants in the Plans as specified in Rule
428(b)(1) promulgated by the Commission under the Securities Act. These
document(s) are not being filed with the Commission but constitute (along with
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II hereof) a prospectus that meets the requirements of Section
10(a) of the Securities Act. Home Products will maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, Home
Products will furnish to the Commission or its staff a copy or copies of all the
documents included in such file.
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HOME PRODUCTS INTERNATIONAL, INC.
2,300,000 SHARES OF COMMON STOCK
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REOFFER PROSPECTUS
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SEPTEMBER 26, 2000
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The shares of common stock of Home Products International, Inc. covered by
this reoffer prospectus may be offered and sold to the public by certain
stockholders of Home Products (the "Selling Securityholders"). The Selling
Securityholders have acquired shares through the exercise of stock options
granted to them under the 1994 Stock Option Plan and/or 1999 Performance
Incentive Plan or pursuant to the 1999 Directors Restricted Stock Plan and/or
the 1998 Executive Incentive Plan (together, the "Plans").
Our common stock is quoted on the Nasdaq National Market under the symbol
"HPII." On September 25, 2000, the closing price of a share of our common stock
on the Nasdaq National Market was $1.56 per share. The Selling Securityholders
may sell their shares directly or indirectly in one or more transactions on the
Nasdaq National Market or on any stock exchange on which the shares may be
listed at the time of sale, in privately negotiated transactions, or through a
combination of such methods. These sales may be at fixed prices (which may be
changed), at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at fixed prices (which may be changed) or at
negotiated prices.
To the knowledge of Home Products, the Selling Securityholders do not have
any arrangements with any other brokerage firms regarding the sale of their
shares.
The Selling Securityholders may sell shares through one or more agents,
brokers or dealers or directly to purchasers. Such brokers or dealers may
receive compensation in the form of commissions, discounts or concessions from
the Selling Securityholders and/or purchasers of the shares, or both (which
compensation as to a particular broker or dealer may be in excess of customary
commissions). In connection with such sales, the selling Securityholders and any
participating broker or dealer may be deemed to be "underwriters" within the
meaning of the Securities Act, and any commissions they receive and the proceeds
of any sale of shares may be deemed to be underwriting discounts and commissions
under the Securities Act.
Home Products will not receive any proceeds from the sale of the shares by
the Selling Securityholders.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. PLEASE SEE "RISK FACTORS"
BEGINNING ON PAGE 5.
Neither the Securities and Exchange Commission nor any State Securities
Commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this reoffer prospectus is September 26, 2000.
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TABLE OF CONTENTS
Additional Information............................................3
Incorporation of Certain Documents by Reference...................4
Reoffer Prospectus Summary........................................4
Home Products International, Inc..................................4
Risk Factors......................................................5
Cautionary Notice Regarding Forward-Looking Statements.......... 11
Use Of Proceeds..................................................11
Selling Securityholders..........................................12
Plan Of Distribution.............................................15
Legal Matters....................................................15
Experts..........................................................15
Incorporation Of Certain Documents By Reference..................16
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You should rely only on the information in this reoffer document or any
supplement. We have not authorized anyone to provide you with information that
is different from that which is contained or incorporated by reference into this
document. This document may only be used where it is legal to sell these
securities. You should assume that the information in this document is accurate
only as of the date of this document.
ADDITIONAL INFORMATION
Home Products has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-8 under the Securities Act with
respect to the shares of common stock offered hereby. This reoffer prospectus
does not contain all of the information set forth or incorporated by reference
in the registration statement and the exhibits thereto. For further information
with respect to Home Products and the common stock offered hereby, reference is
made to the registration statement and the exhibits thereto. Statements
contained in this reoffer prospectus regarding the contents of any contract or
any other document to which reference is made are not necessarily complete, and,
in each instance where a copy of such contract or other document has been filed
as an exhibit to the registration statement, reference is made to the copy so
filed, each such statement being qualified in all respects by such reference.
Home Products is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and, in accordance therewith, files
reports and other information with the Commission. The registration statement,
including exhibits, and the reports and other information filed by Home Products
can be inspected without charge at the public reference facilities maintained by
the Commission at the Commission's principal office at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C., 20549, and at the Regional Offices of the
Commission located at Seven World Trade Center, 13th Floor, New York, New York
10048, and Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material can be obtained from such offices at
fees prescribed by the Commission. The public may obtain information on the
operation of the Public Reference room by calling the Commission at
1-800-SEC-0330. The Commission maintains a World Wide Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of this
site is http://www.sec.gov. Home Products' shares are quoted on the Nasdaq
National Market under the symbol "HPII."
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Commission, are
incorporated by reference herein:
(a) Home Products' Quarterly Report on Form 10-Q for the fiscal quarter
ended June 24, 2000, filed as of August 8, 2000;
(b) Home Products' Quarterly Report on Form 10-Q for the fiscal quarter
ended March 25, 2000, filed as of May 9, 2000;
(c) Home Products' Current Report on Form 10-K for the fifty two weeks
ended December 25, 1999, filed as of March 24, 2000; and
(d) The description of Home Products' common stock contained in its
Registration Statement on Form S-4A (Registration Statement No. 333-56549)
filed on July 10, 1998 pursuant to Section 12(g) of the Exchange Act,
including any amendment or reports filed for the purpose of updating such
description.
All documents filed by Home Products pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to and subsequent to the date hereof and
prior to the termination of the offering shall be deemed to incorporated by
reference into this reoffer prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
superseded for purposes of this reoffer prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Home Products will provide without charge to any person to whom this
reoffer prospectus is delivered, upon written or oral request of such person, a
copy of each document incorporated by reference in the registration statement
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into this reoffer prospectus). Requests should be
directed to James E. Winslow at Home Products International, Inc., 4501 W. 47th
Street, Chicago, Illinois 60632. Home Products' telephone number is 773-890-1010
and its Web site is located at http://www.hpii.com. Information on Home
Products' Web site is not incorporated by reference into this reoffer
prospectus.
REOFFER PROSPECTUS SUMMARY
The following summary may not contain all of the information that may be
important to you. You should read the entire reoffer prospectus before deciding
whether to invest in our common stock. The following summary is qualified in its
entirety by the more detailed descriptions and financial information and
statements appearing elsewhere in this reoffer prospectus and the documents
incorporated herein by reference.
HOME PRODUCTS INTERNATIONAL, INC.
Through our wholly-owned subsidiary, Home Products International - North
America, Inc., we are a leading designer, manufacturer and marketer of a
broad-range of value-priced, quality consumer houseware products in the United
States. Our significant product lines include (i) ironing boards, covers and
pads, (ii) home/closet organization products, (iii) plastic storage containers
and totes, (iv) laundry accessories, (v) bath and shower organization products,
(vi) kitchen/food storage products; (vii) disposable plastic tableware and
drinkware; and (viii) juvenile storage products. We provide a substantial array
of up-to-date, quality products on a timely basis and are committed to providing
additional support services to our customers, (such as just-in-time delivery,
product planograms and point of purchase advertising). Our strong relationships
with our base of retailers (including Wal-Mart, Target and Kmart) enable us to
work to develop products that are well received by both retailers and the
consumers.
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We own or lease a total of 11 manufacturing facilities, and consider all of
our facilities to be in good operating condition. We currently have physical
properties, both owned and leased, in 21 U.S. locations, including Illinois,
Massachusetts, Missouri, Georgia, Texas, Indiana, North Carolina and Minnesota.
We also have a facility in Reynosa, Mexico. Our principal executive office is
located at 4501 W. 47th Street, Chicago, Illinois 60632, and our telephone
number is 773-890-1010. We maintain a site on the World Wide Web at
http://www.hpii.com; however, the information found on our Website is not part
of this reoffer prospectus.
RISK FACTORS
INVESTING IN OUR COMMON STOCK INVOLVES RISK. YOU SHOULD CAREFULLY CONSIDER
THE RISKS DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS REOFFER PROSPECTUS
BEFORE YOU PURCHASE ANY OF OUR COMMON STOCK. THE RISKS AND UNCERTAINTIES
DESCRIBED BELOW ARE NOT THE ONLY ONES WE FACE. ADDITIONAL RISKS AND
UNCERTAINTIES, INCLUDING THOSE THAT WE DO NOT KNOW ABOUT NOW OR THAT WE
CURRENTLY DEEM IMMATERIAL, MAY ALSO ADVERSELY AFFECT OUR BUSINESS.
In addition to the other information in this reoffer prospectus,
prospective investors should carefully consider the following risk factors in
evaluating us, our business and an investment in our common stock. Unless
specified otherwise in this document, the terms "we," "us" or "our" refers to
Home Products International, Inc.
This reoffer prospectus contains forward-looking statements. These
statements relate to future events or future financial performance. In some
cases, you can identify forward-looking statements by terminology such "may,"
"will," "should," "could," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential" or "continue" or other comparable terms and
terminology. These statements are only predictions. In evaluating these
statements, you should specifically consider various factors, including the
risks outlined below. These factors may cause our actual results to differ
materially from any forward-looking statement. See "Special Note Regarding
Forward-Looking Statements."
NEW BRAND NAME; INTERNAL RESTRUCTURING AND CONSOLIDATION CHARGES
In July of 1999, we announced a restructuring plan to further maximize our
marketing and operational productivity and to further strengthen relationships
with our key retail partners. The major elements of our restructuring focus on a
newly created national branding strategy, elimination of low volume sku's and
the consolidation of sales, marketing and administrative functions. As part of
this restructuring, we performed an extensive product line and sku review.
Consequently, sku's representing less than 1% of our consolidated 1999 sales
were eliminated. Also as part of the restructuring process, Home Products
consolidated, effective December 26, 1999, its Tamor Corporation, Selfix-Seymour
and Plastics, Inc. businesses, which will now operate under the name Home
Products International - North America, Inc.
As a result of the restructuring, we recorded special, restructuring and
other non-recurring charges in the third quarter of 1999 totaling $15.0 million
(before tax benefit of $6,000). The total pretax charge has been allocated $8.6
million to cost of goods sold and $6.4 million to operating expenses. We
anticipate that our restructuring strategy will help position us for long-term
expansion by creating cost-savings through increased efficiencies and by
reducing redundancies in our operations. We anticipate that this restructuring
will result in annual pre-tax savings.
OPERATION THROUGH SUBSIDIARY
We are a holding company and conduct most of our operations through our
wholly-owned (recently consolidated) subsidiary, Home Products International -
North America, Inc. ("HPI-NA"). As a result, we rely upon HPI-NA to provide the
funds necessary to meet our obligations, including the payment of interest and
principal on our existing indebtedness. Creditors of HPI-NA generally will have
priority over creditors of Home Products with respect to the assets of HPI-NA.
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SUBSTANTIAL LEVERAGE; DEBT SERVICE OBLIGATIONS; LIQUIDITY
As of December 25, 1999, Home Products had $226.9 million of indebtedness.
This indebtedness is partly comprised of certain senior subordinated notes of
Home Products which we offered in the second quarter of 1998. At that time, we
offered, upon certain terms and conditions, to exchange $1,000 principal amount
of 9 5/8% Senior Subordinated Notes due 2008 (the "Exchange Notes") of Home
Products for each $1,000 principal amount of the issued and outstanding 9 5/8%
Senior Subordinated Notes due 2008 (the "Original Notes," and the Original Notes
and the Exchange Notes, collectively, the "Notes") of Home Products from the
holders thereof. The Original Notes and the Exchange Notes were issued under an
Indenture (the "Indenture"), dated as of May 14, 1998, among Home Products,
certain of its former subsidiaries which are now consolidated into one
subsidiary, HPI-NA, and LaSalle National Bank, as trustee.
The Original Notes and the Exchange Notes are identical in all material
respects, except that the Exchange Notes have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and therefore, do not
bear legends restricting their transfer and do not contain certain other
provisions. In contrast, we sold the Original Notes to Chase Securities Inc. and
NationsBanc Montgomery Securities LLC on May 14, 1998 in a transaction not
registered under the Securities Act in reliance upon an exemption under the
Securities Act. In general, the Original Notes may not be offered or sold unless
registered under the Securities Act, except pursuant to an exemption from, or in
a transaction not subject to, the Securities Act.
The Notes are unsecured senior subordinated obligations of Home Products,
limited to $125 million aggregate principal amount, and will mature on May 15,
2008. Interest is computed on the basis of a 360 day year comprised of twelve 30
day months. Our payment obligations under the Exchange Notes are conditionally
guaranteed (the "Guaranty"), on a senior subordinated basis by HPI-NA.
On September 8, 1998, we entered into an amended and restated credit
facility with the Chase Manhattan Bank, as administrative agent, and the several
lenders parties thereto, pursuant to which our revolving credit facility was
increased from a maximum aggregate principal of $100 million to a maximum
aggregate principal amount of $150 million (the "Amended Credit Facility"). Our
obligations under the Amended Credit Facility are unconditionally and
irrevocably guaranteed by HPI-NA. Indebtedness under our Amended Credit Facility
is secured by a first priority security interest in (i) all of the capital stock
of HPI-NA and certain foreign subsidiaries provided that the granting of such
security interest does not create an adverse tax consequence and (ii) all
tangible and intangible assets of Home Products and HPI-NA, with certain
negotiated exceptions. As of December 25, 1999, we had $95.3 million outstanding
under the Amended Credit Facility.
We have other indebtedness in the form of an Industrial Development Revenue
Bond. Through our subsidiary, HPI-NA f/k/a Selfix, Inc. (the "Selfix Project"),
we have a variable rate demand Industrial Development Revenue Bond outstanding.
The Selfix Project bond has a principal balance of $2 million, was issued in
September 1990 and matures on September 1, 2005. Interest on this bond is based
on a variable rate payable monthly and principal payments are due annually on
December 1.
Our leverage creates numerous risks. For instance, our ability to make
scheduled payments of principal of, or to pay the interest, if any, on, or to
refinance our indebtedness (including the Notes), or to fund planned capital
expenditures will depend on our future financial and operating performance. Our
future performance is subject to general economic, financial, competitive,
legislative, and regulatory factors that are beyond our control. Based on the
current and anticipated level of operations, management believes that cash flows
from operations and available cash, together with available borrowings under our
Amended Credit Facility, will be adequate to meet our anticipated future
requirements for working capital, budgeted capital expenditures, and scheduled
payments of principal and interest on our indebtedness, for the foreseeable
future. There can be no assurance that our business will generate sufficient
cash flows from operations or that future borrowings will be available under our
Amended Credit Facility in an amount sufficient to enable us to service our
indebtedness or make anticipated capital expenditures.
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The degree to which we are leveraged could have negative consequences for
the holders of the Notes and could negatively affect us as follows: (i) our
ability to obtain additional financing for working capital, capital
expenditures, or general corporate purposes could be impaired; (ii) a
substantial portion of our cash flow from operations is required to be dedicated
to the payments of principal and interest on our existing indebtedness, thereby
reducing the funds available to us for other purposes; (iii) certain
indebtedness under our Amended Credit Facility is at be at variable rates of
interest, which causes us to be vulnerable to increases in interest rates; (iv)
all of the indebtedness outstanding under our Amended Credit Facility is secured
by substantially all of our assets and becomes due prior to the time the
principal on the Notes becomes due; (vii) we are substantially more leveraged
than certain of our competitors, which might place us at a competitive
disadvantage; and (viii) our degree of leverage could make us more vulnerable in
the event of a downturn in general economic conditions or in our business. In
addition, the degree to which we are leveraged could prevent us from
repurchasing all of the Notes tendered to us upon the occurrence of a change of
control, which includes, among other things, a sale of stock or substantially
all of the assets of our business.
SUBORDINATION; ASSET ENCUMBRANCE
The Notes are general unsecured obligations of Home Products that are
subordinated to all Senior Indebtedness of Home Products. The Guaranty is a
general unsecured obligation of HPI-NA that also is subordinated to all Senior
Indebtedness of HPI-NA. For purposes herein, "Senior Indebtedness" means (i) the
Bank Indebtedness in the case of Home Products and (ii) any other Senior
Indebtedness which, at the date of determination, has an aggregate principal
amount outstanding of, or under which, at the date of determination, the holders
of the Notes are committed to lend up to, at least $25 million and is
specifically designated in the instrument evidencing or governing such Senior
Indebtedness as "Designated Senior Indebtedness" for purposes of the Indenture.
"Bank Indebtedness" means any and all amounts, whether outstanding on the date
the Notes were originally issued or thereafter incurred, payable by Home
Products or HPI-NA under or in respect of the Senior Credit Agreement and any
related notes, collateral documents, letters of credit and guarantees or any
Interest Rate Agreement entered into with a lender (as defined in the Senior
Credit Agreement) in connection with the Senior Credit Agreement, including
principal, premium, if any, interest (including interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to Home
Products at the rate specified therein whether or not a claim for post filing
interest is allowed in such proceedings), fees, charges, expenses, reimbursement
obligations, guarantees and all other amounts payable thereunder or in respect
thereof. "Senior Credit Agreement" means (i) the Senior Secured Credit Agreement
entered into among Home Products, The Chase Manhattan Bank, as Administrative
Agent, and the lenders parties thereto from time to time, as the same may be
amended, supplemented or otherwise modified from time to time and any guarantees
issued thereunder and (ii) any renewal, extension, refunding, restructuring,
replacement or refinancing thereof (whether with the original Administrative
Agent and lenders or another administrative agent or agents or other lenders and
whether provided under the original Senior Credit Agreement or any other credit
or other agreement or indenture).
RESTRICTIVE COVENANTS
The Amended Credit Facility and the Indenture include certain covenants
that, among other things, limit: (i) the making of investments, loans and
advances and the paying of dividends and other restricted payments; (ii) the
incurrence of additional indebtedness; (iii) the granting of liens, other than
liens created pursuant to the Amended Credit Facility and certain permitted
liens; (iv) mergers, consolidations and sales of all or a substantial part of
our business or property; (v) the sale of assets; and (vi) the making of capital
expenditures. The Amended Credit Facility also requires us to maintain certain
financial ratios, including interest coverage and leverage ratios. Our ability
to comply with these and other provisions of the Amended Credit Facility may be
affected by changes in economic or business conditions, results of operations or
other events beyond our control. The breach of any of these covenants could
result in a default under the Amended Credit Facility, in which case, depending
on the actions taken by the lenders thereunder or their successors or assignees,
such lenders could elect to declare all amounts borrowed under the Amended
Credit Facility, together with accrued interest, to be due and payable, and we
could be prohibited from making payments with respect to the Notes until the
default is cured or until our Senior Indebtedness is paid or satisfied in full.
If we were unable to repay such borrowings, such lenders could proceed against
their collateral. If the indebtedness under the Amended Credit Facility were to
be accelerated,
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there can be no assurance that our assets would be sufficient to repay in full
such indebtedness and our other indebtedness, including the Notes.
CUSTOMER CONCENTRATION; CONSOLIDATING CUSTOMER BASE
During fiscal 1999, Wal-Mart, Kmart and Target accounted for approximately
18.2%, 15.0% and 11.4%, respectively, of our gross sales. These same customers
accounted for approximately 18.5%, 12.1% and 8.7%, respectively, of our gross
sales in fiscal 1998. During fiscal 1998 and 1999, no customer other than one of
the three named represented 10% or more of total net sales. Although we believe
that our relationships with Wal-Mart, Kmart, Target and our other large
customers are good, we do not have long-term purchase agreements or other
contractual assurances as to future sales to these customers. If any significant
customer purchases substantially less from us, it would adversely affect our
financial condition and results of operations. Moreover, continued consolidation
within the retail industry may result in an increasingly concentrated customer
base. To the extent such consolidation continues to occur, our revenues and
profitability may be more sensitive to a significant deterioration in the
financial condition of, or other adverse developments in our relationships with,
one or more customers. From time to time, we have experienced credit losses when
customers have obtained protection under bankruptcy or similar laws. Although
such credit losses have not had a material adverse effect on us to date, there
can be no assurance that future credit losses will not adversely affect us in a
material way.
COMPETITION
The housewares industry is highly fragmented and management believes that
no single supplier accounts for more than 10% of total market sales. We compete
with a significant number of companies, some which have greater name-brand
recognition, larger customer bases and/or significantly greater resources than
us. The Company's key competitors include Newell Rubbermaid and Sterilite. There
are no regulatory or other barriers to entry of new competitors into the
Company's markets. There is no guaranty that we will be able to compete
successfully against current and future sources of competition. We also do not
know whether or not the current competitive pressures we face will adversely
affect our profitability or financial performance.
The Company believes that large national retailers are continuing to reduce
the number of suppliers of housewares products with which they do business to
improve margins and operating efficiencies. These retailers are forming key
relationships with suppliers that can provide complete product lines within
product categories, profitable fast-turning products, timely delivery and
merchandising support. Although there can be no assurances, with its numerous
product lines and strong relationships with these retailers, the Company hopes
that it is positioned to continue to meet their needs.
A number of our products are similar in design and/or function to
competitors' products. There can be no assurance that third parties will not
assert infringement or misappropriation claims against us in the future with
respect to current or future products. Any claims such as these, including any
litigation, could be costly and could have a material adverse effect on our
financial position and results of operations, regardless of whether any of these
claims had merit.
AVAILABILITY
The primary raw material used in our plastic injection molding operations
is plastic resin, primarily polypropylene. We expect to use in excess of 150
million pounds of resin in 2000. Resin is a spot commodity with pricing
parameters tied to supply and demand characteristics beyond our control. We are
able to purchase some of our resin through brokers in a secondary market. This
enables us to buy significant quantities at a discount. Plastic resin is
utilized by a number of different industries, many of which are quite different
from the housewares business. For example, the automobile and housing industries
are very large users of plastic resin. As such, demand changes in the automobile
industry or the number of new housing starts can have an impact on plastic resin
pricing.
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<PAGE> 10
We have no long-term supply contracts for the purchase of resin, although
we generally maintain a 60-day supply of resin. The cost of plastic resin
increased in the later quarters of 1999, and there can be no assurance that this
trend will not continue in the future. There is also no efficient futures market
for plastic resin. As such, we cannot lock in our costs without purchasing
significant quantities beyond our immediate manufacturing needs. Management has
determined that it will purchase resin in quantities that best fit our
manufacturing needs and ability to store such purchases. In the past, we have
had limited ability to increase product pricing in response to plastic resin
price increases. Any future increases in the price of plastic resins could have
a material adverse effect on our financial position and results of operations.
We generally attempt to reduce our resin costs by purchasing off-prime grades of
material primarily through brokers in secondary markets thereby enabling us to
buy resin at a discount. There is no assurance that we will continue to have
available necessary quantities of resin at reasonable prices.
The primary raw materials used in our laundry management operations are
cold rolled steel and greige fabric. We purchase approximately 22,000 tons of
cold rolled steel annually, typically at spot prices. The lack of availability
of steel or any price increases as a result thereof could have a material
adverse effect on us. Greige fabric, purchased from brokers, is a cotton based
product with pricing tied to the world cotton markets. Purchases of greige
fabric approximate 7 million yards annually.
We sell our products through retailers, including mass merchandisers,
supermarkets, hardware stores, specialty stores and other retail channels.
Retail sales depend, in part, on general economic conditions. If general
economic conditions suffered a significant decline, it could have a negative
impact on sales by retailers of products we sell. Consequently, this negative
impact could have an adverse effect on our sales, profitability and cash flows.
Houseware manufacturers and marketers, including ourselves, may increase their
discounting and promotional activities because of retail environments which are
poor or perceived to be poor, whether due to economic or other conditions. These
activities could have an adverse effect on our profit margins and, consequently,
our results of operations. If there is such an unfavorable retail environment,
we may not be able to fully offset the impact of inflation through price
increases.
RECENT LOSS
We have incurred operating losses in one of the last five fiscal years. Our
operating loss was $4.0 million in 1995. Beginning in 1994, our management
restructured our company's operations to improve our profitability by, among
other things, eliminating unprofitable product lines, reducing overhead,
upgrading financial controls and increasing international distribution
capabilities. After implementing the restructuring, we had operating profits of
$1.4 million in fiscal 1996, $12.7 million in fiscal 1997, $30.7 million in
fiscal 1998 and $23.8 million in 1999. Although we have restructured our
operations and returned to profitability, there is no assurance that we will be
able to maintain profitability.
DEPENDENCE ON KEY PERSONNEL
Our success depends, in large part, upon the efforts and abilities of our
senior management team. If we lost the services of one or more of our senior
management team or other key employees, it could have a material adverse effect
on our business.
LABOR RELATIONS
As of December 25, 1999, we employed 1,576 persons in the United States and
Mexico. Approximately 87 are hourly employees at our Leominster, Massachusetts
facility. These employees are covered by a collective bargaining agreement which
expires in April 2002. In addition, approximately 100 hourly employees at our
Chicago, Illinois facilities are covered by a collective bargaining agreement
which expires in January 2001; 250 hourly employees at our Reynosa, Mexico
facility are covered by a collective bargaining agreement which expires in
December 2000; and 173 hourly employees at our Eagan, Minnesota facility are
covered by a collective bargaining agreement which expires in November 2000. We
utilize the services of approximately 390 temporary workers in our injection
molding operations, for assembly and in certain warehouses. Although we believe
our
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<PAGE> 11
relationship with our employees is good, there can be no assurance that we will
successfully renegotiate the labor contracts when they expire without work
shortages. However, we do not anticipate having problems renegotiating any
contracts that would materially affect our results of operations.
YEAR 2000 COMPLIANCE
Currently, we have not discovered any problems associated with the
programming code in existing computer and software systems with the transition
to the millennium ("Year 2000"). In preparing our computer and software systems
for the transition to the Year 2000, we incurred approximately $500,000 in
expenditures. Although no customers, vendors or others have communicated to us
any Year 2000 compliance problems, we could be adversely affected should such
problems arise. There can be no assurance that the systems of other companies on
which our systems rely were successfully converted. We could be materially
affected because of another company's failure to convert, or because of a
conversion that is incompatible with our systems.
RISKS ASSOCIATED WITH DEVELOPING NEW PRODUCTS
In order to remain competitive, we are developing and introducing new
products and product modifications and intend to continue to develop and
introduce other new products in the future. We may have to make a significant
investment of our financial resources in order to develop, produce and market
these new products. Although management intends to introduce and develop new
products which are complementary to our existing products, we may encounter
production and marketing obstacles which would have a material adverse effect on
the sales of these new products and our results of operations because we have no
assurance that retailers or the consumer will respond to these new products.
ENVIRONMENTAL REGULATION
Our operations are subject to a wide variety of federal, state and local
laws and regulations governing, among other things, emissions to air, discharge
to waters, the generation, handling, storage, transportation, treatment and
disposal of hazardous substances and other materials, and employee health and
safety matters. Also, as an owner and/or operator of real property or a
generator of hazardous substances, we may be subject to environmental cleanup
liability, regardless of fault, pursuant to the Comprehensive Environmental
Response Compensation and Liability Act or analogous state laws.
We obtained an environmental report in connection with the acquisition of
Tamor Corporation, which indicated that Tamor needed to have a third party
perform certain remedial work relating to ground contamination of Tamor's
Leominster, Massachusetts facility. The former shareholders of Tamor escrowed
$1.1 million to pay for, among other things, any required remediation at the
Leominster, Massachusetts facility. We have completed certain remediation
projects at the Leominster, Massachusetts facility. We believe that the cost of
the remediation already completed, plus the cost of any additional remediation
that may be required in the future, will be less than the amount of the escrow,
provided the building is continued to be used as a manufacturing facility.
In addition, during the course of our due diligence investigation in
connection with our acquisition of the assets of Anchor Hocking Plastics, we
became aware of certain environmental compliance issues pertaining to our Coon
Rapids, Minnesota property. Although the extent of such non-compliance has not
yet been determined, pursuant to our acquisition agreement with Newell
Rubbermaid, the parent of Anchor Hocking Plastics, Newell retained
responsibility for any liabilities and related costs associated with
environmental non-compliance at the Coon Rapids site arising prior to the
acquisition date.
Except as described above, we believe that our properties and facilities
are in compliance, in all material respects, with applicable federal, state and
local laws, ordinances and regulations concerning the presence of hazardous
substances and that continued compliance with such laws, ordinances and
regulations will not have a material effect on our capital expenditures,
earnings or competitive position. However, we are unable to give any assurances
that (i) future laws, ordinances or regulations will not require or impose any
material expenditures or liabilities in connection with any environmental
conditions on our facilities, (ii) the current environmental
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<PAGE> 12
condition of our properties will not be affected by the condition of properties
in the vicinity of our facilities or by unrelated third parties and (iii) prior
owners of any of our properties and facilities did not create environmental
problems of which we are not aware.
STOCK PRICE VOLATILITY
The market price of our common stock is highly volatile and is likely to be
subject to wide fluctuations in response to factors such as the following, which
are beyond our control:
- quarterly variations in our operating results;
- operating results that vary from the expectations of securities
analysts and investors;
- changes in expectations as to our future financial performance,
including financial estimates by securities analysts and investors;
- changes in market valuations of other similar manufacturing companies;
- announcements of technological innovations or new services by us or
our competitors;
- announcements by us or by our competitors of significant contracts,
acquisitions, strategic partnerships, joint ventures or capital
commitments;
- loss of a major customer;
- changes in the status of our intellectual property rights;
- announcements by third parties of significant claims or proceedings
against us or adverse developments in pending proceedings;
- additions or departures of key personnel;
- future sales of our common stock; and
- stock market price and volume fluctuations.
Market fluctuations, as well as general political and economic conditions,
such as a recession or interest rate or currency rate fluctuations, also may
decrease the market price of our common stock.
CAUTIONARY NOTICE
REGARDING FORWARD-LOOKING STATEMENTS
This reoffer prospectus contains forward-looking statements for purposes of
the Securities Act of 1933 and the Securities Exchange Act of 1934. These
statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results and performance to be materially different from any
future results or performance express or implied by these forward-looking
statements. Significant factors, including those listed under "Risk Factors" and
elsewhere in this reoffer prospectus, could cause our actual results and
performance to be materially different from our expectations.
You can generally identify forward-looking statements by terminology such
as "may," "will," "should," "could," "intends," "expects," "plans,"
"anticipates," "believes," "estimates," "predicts," "potential," or "continue"
or other comparable terminology.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee that these expectations will
prove to have been correct. Moreover, neither we nor any other person assumes
responsibility for the accuracy and completeness of such statements. We are
under no duty to update any of the forward-looking statements after the date of
this reoffer prospectus.
USE OF PROCEEDS
Home Products will not receive any proceeds from the sale of shares
which may be sold pursuant to this reoffer prospectus for the respective
accounts of the Selling Securityholders. All such proceeds, net of brokerage
11
<PAGE> 13
commissions, if any, will be received by the Selling Securityholders. See
"Selling Securityholders" and "Plan of Distribution."
SELLING SECURITYHOLDERS
The table below sets forth information with respect to the beneficial
ownership of Selling Securityholders who have acquired shares or options to
purchase shares under the Plans prior to the filing of the registration
statement of which this prospectus is a part. Beneficial ownership is based upon
7,272,471 shares outstanding as of September 25, 2000. Shares of common stock
subject to options that are exercisable within 60 days of September 25, 2000 are
deemed to be outstanding and to be beneficially owned by the person holding such
options or warrants. We will pay all expenses of preparing and reproducing this
reoffer prospectus, but we will not receive any portion of the proceeds of the
sale of any such shares. The Selling Securityholders will pay any and all
brokerage commissions charged to sellers in connection with any sales.
<TABLE>
<CAPTION>
% of Shares To
Be Beneficially
Owned After
Number of Shares Number of Shares Shares Offered
Beneficially Owned That May Be Hereby Are Sold
Name Position Prior To Offering Offered Hereby(1) In The Offering
---- -------- ----------------- ----------------- ---------------
<S> <C> <C> <C> <C>
James Tennant Chairman and CEO 1,021,099 1,037,110 *
James Winslow Executive VP and CFO 128,135 142,584 *
Jeffrey Dolan General Manager of 69,267 90,600 *
Subsidiary
Joel Spungin Director 22,500 22,473 *
Daniel Shure Director 27,900 19,637 *
Marshall Ragir Director 245,993 21,699 *
Jeffrey Rubenstein Director 46,900 15,000 *
Charles Campbell Director 32,547 16,547 *
Joseph Gantz Director 20,500 17,137 *
Stephen Murray Director 12,500 16,258 *
P. Graves Employee * 37,416 *
D. Niemi Employee * 100 *
O. Aburto Employee * 100 *
B. Shea Employee * 100 *
D. Tongue Employee * 100 *
D. Stoffregen Employee * 100 *
A. Abella Employee * 100 *
M. Brandenburg Employee * 100 *
J. Bunch Employee * 100 *
C. Virgil Former Employee * 100 *
</TABLE>
12
<PAGE> 14
<TABLE>
<CAPTION>
% of Shares To
Be Beneficially
Owned After
Number of Shares Number of Shares Shares Offered
Beneficially Owned That May Be Hereby Are Sold
Name Position Prior To Offering Offered Hereby(1) In The Offering
---- -------- ----------------- ----------------- ---------------
<S> <C> <C> <C> <C>
E. Coleman Employee * 100 *
M. Fajardo Employee * 100 *
M. Foster Employee * 100 *
S. Garcia Employee * 100 *
S. Guterrez Employee * 100 *
R. Holz Employee * 32,600 *
D. Johnson Employee * 100 *
C. Liber Employee * 100 *
B. Mariani Employee * 5,067 *
K. Mogielnicki Employee * 100 *
I. Nash Employee * 100 *
S. Patel Employee * 100 *
L. Popoca Employee * 100 *
L. Randle Former Employee * 100 *
J. Ruda Employee * 100 *
T. Ruda Employee * 100 *
J. Salamanca Employee * 100 *
B. Schultz Employee * 100 *
C. Bogacz Employee * 1,000 *
C. Tartol Employee * 1,100 *
R. Taylor Employee * 100 *
H. Watson Employee * 100 *
R. Weber Former Employee * 100 *
S. White Employee * 100 *
S. Wright Former Employee * 100 *
R. Yandell Employee * 2,000 *
C. Miller Employee * 2,000 *
J. Kastelic Former Employee * 15,100 *
K. Giometti Employee * 100 *
J. Lacambra Employee * 27,250 *
J. Pugh Employee * 16,500 *
R. Simpson Employee * 500 *
</TABLE>
13
<PAGE> 15
<TABLE>
<CAPTION>
% of Shares To
Be Beneficially
Owned After
Number of Shares Number of Shares Shares Offered
Beneficially Owned That May Be Hereby Are Sold
Name Position Prior To Offering Offered Hereby(1) In The Offering
---- -------- ----------------- ----------------- ---------------
<S> <C> <C> <C> <C>
T. Beamer Former Employee * 29,500 *
C. Avery Employee * 25,000 *
F. Biller Employee * 20,000 *
H. Glatt Former Director of * 10,000 *
Former Subsidiary
</TABLE>
-----------------
* Less than 1%.
(1) Includes all shares that are being registered under this Registration
Statement on Form S-8, even if such shares (a) are not subject to options that
are exercisable within 60 days of September 25, 2000 or (b) the issuance of
which has been deferred under the Company's deferred compensation plan for
directors, which shares are not, accordingly, included in the other columns of
this table as beneficially owned.
14
<PAGE> 16
PLAN OF DISTRIBUTION
Subject to the volume limitations in Rule 144(e) of the Securities Act of
1933, as amended, and subject to certain contractual limitations and the
provisions of the Plans, shares of our common stock underlying the options under
the Plans may be sold from time to time directly by or on behalf of a Selling
Securityholder in one or more transactions on the Nasdaq Stock Market or on any
stock exchange on which the common stock may be listed at the time of sale, in
privately negotiated transactions or through a combination of such methods, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at fixed prices (which may be changed) or at
negotiated prices. The Selling Securityholders may sell shares through one or
more agents, brokers or dealers or directly to purchasers. Such brokers or
dealers may receive compensation in the form of commissions, discounts or
concessions from the Selling Securityholders and/or purchasers of the shares or
both (which compensation as to a particular broker or dealer may be in excess of
customary commissions).
In connection with such sales, the Selling Securityholders and any
participating broker or dealer may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, and any commissions they receive and the
proceeds of any sale of shares may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933. All expenses related to the
registration of the shares will be paid by Home Products, including the expenses
of preparing and reproducing this reoffer prospectus.
In order to comply with certain state securities laws, if applicable, the
shares may be sold in such jurisdictions only through registered or licensed
brokers or dealers. In certain states, the shares may not be sold unless the
shares have been registered or qualified for sale in such state or an exemption
from regulation or qualification is available and is complied with. Sales of
shares must also be made by the Selling Securityholders in compliance with all
other applicable state securities laws and regulations.
In addition to any shares sold hereunder, Selling Securityholders may, at
the same time, sell any shares of common stock, including the shares, owned by
them in compliance with all of the requirements of Rule 144, regardless of
whether such shares are covered by this reoffer prospectus.
We can provide no assurance that any of the Selling Securityholders will
sell any or all of the shares offered by them hereby.
We have notified the Selling Securityholders of the need to deliver a copy
of this reoffer prospectus in connection with any sale of the shares.
LEGAL MATTERS
The validity of the shares of our common stock offered by this reoffer
prospectus will be passed upon for Home Products by Much, Shelist, Freed,
Denenberg Ament & Rubenstein, P.C., Chicago, Illinois, which serves as the
Company's general counsel. Jeffrey C. Rubenstein, a principal of Much Shelist
Freed Denenberg Ament & Rubenstein, P.C., is a director of Home Products since
September 1986 and is the beneficial holder of (i) options to purchase 15,000
shares of the common stock of Home Products and (ii) approximately 32,900 shares
of such common stock, the fair market value of which exceeds $50,000.
EXPERTS
The financial statements and schedules incorporated by reference in this
reoffer prospectus from Home Products' registration statement on Form S-4A (No.
333-56549) have been audited by Arthur Andersen LLP, independent public
accountants, and are included herein in reliance upon the authority of said firm
as experts in auditing and accounting.
15
<PAGE> 17
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following information filed with the Securities and Exchange Commission
is incorporated by reference herein: Home Products' Registration Statement of
Form S-4A (Registration Statement No. 333-56549) originally filed with the
Securities and Exchange Commission on July 10, 1998, including any amendment or
report thereto subsequently filed by Home Products for the purpose of updating
that registration statement pursuant to the Securities Act of 1933, as amended.
All documents filed by Home Products pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities and Exchange Act of 1934 subsequent to the date
hereof and prior to the termination of the offering shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this reoffer prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this reoffer prospectus.
Home Products will provide without charge to any person to whom this
reoffer prospectus is delivered, upon written or oral request of such person, a
copy of each document incorporated by reference in the registration statement
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into this reoffer prospectus). Requests should be
directed to Home Products International, Inc., 4501 W. 47th Street, Chicago,
Illinois 60632, attention: James E. Winslow (telephone 773-890-1010).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, heretofore filed by Home Products with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated
by reference, except as superseded or modified herein:
(a) Home Products' Current Report on Form 10-K for the fifty-two weeks
ended December 25, 1999, filed as of March 24, 2000;
(b) Home Products' latest prospectus filed on Form S-4A pursuant to
Rule 424(b)(4) of the Securities Act of 1933, as amended (the "Securities
Act");
(c) Home Products' Quarterly Report on Form 10-Q for the fiscal
quarter ended March 25, 2000, filed as of May 9, 2000;
(d) Home Products' Quarterly Report on Form 10-Q for the fiscal
quarter ended June 24, 2000, filed as of August 8, 2000; and
(e) The description of the common stock set forth in Home Products'
Registration Statement on Form S-4A (File No. 333-56549) filed with the
Commission on July 10, 1998, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed with the Commission by Home Products
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the
date of this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered herein have been sold or
which deregisters all
16
<PAGE> 18
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Certain legal matters in connection with the validity of the shares of
Common Stock offered hereby will be passed upon for Home Products by Much
Shelist Freed Denenberg Ament & Rubenstein, P.C., Chicago, Illinois, which
serves as the Company's general counsel. Jeffrey C. Rubenstein, a principal of
Much Shelist Freed Denenberg Ament & Rubenstein, P.C., is a Director of Home
Products since September 1986 and is the beneficial holder of approximately
32,900 shares of the common stock of Home Products and options to purchase an
additional 15,000 shares, the fair market value of which exceeds $50,000.
Item 6. Indemnification of Directors and Officers
Home Products is a Delaware corporation. Reference is made to Section
102(b)(7) of the Delaware General Corporation Law (the "DGCL"), which enables a
corporation in its original certificate of incorporation or an amendment thereto
to eliminate or limit the personal liability of a director for violations of the
director's fiduciary duty, except (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payments of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director derived an
improper personal benefit.
Reference is also made to Section 145 of the DGCL, which provides that a
corporation may indemnify any person, including a director or officer, who was
or is a party or who is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of such corporation),
by reason of the fact that such person is or was a director, officer, employee
or agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The indemnity may include
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided such director, officer, employee or
agent acted in good faith and in a manner he or she reasonably believed to be
in, or not opposed to, the corporation's best interest and, for criminal
proceedings, had no reasonable cause to believe that his or her conduct was
unlawful. A Delaware corporation may indemnify any officer or director in any
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or a
present or former director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him or
her against the expenses that such person actually and reasonably incurred.
The Certificate of Incorporation of Home Products limits the personal
liability of directors to the fullest extent permitted by Delaware law. In
addition, Home Products' Certificate of Incorporation and By-laws provide that
the Company shall, to the fullest extent permitted by Delaware law, indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of Home Products or is or was
serving at the request of Home Products as a director,
17
<PAGE> 19
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any and all expenses, liabilities or other
matters referred to or covered by Delaware law, which were reasonably incurred
by such person. This indemnification is in addition to any other rights of
indemnification to which such persons may be entitled under Home Products'
Certificate of Incorporation, By-laws, any agreement or vote of shareholders or
disinterested directors or otherwise.
Home Products' Certificate of Incorporation and By-laws also permit it to
secure insurance on behalf of any director, officer, employee or other agent for
any liability arising out of his or her actions in such capacity, regardless of
whether Delaware law, the Certificate of Incorporation or By-laws would permit
indemnification.
The description of Delaware law is not intended to be complete. The
description of Home Products' Certificate of Incorporation and its By-laws is
not intended to be complete and is respectively qualified in its entirety by
such Certificate and By-laws, copies of which have been filed by Home Products
with the Commission.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
Number Exhibit Title
-------
5.1* Opinion of Much Shelist Freed Denenberg Ament & Rubenstein, P.C.
regarding legality.
10.1 Home Products International, Inc. f/k/a Selfix, Inc. 1994 Stock Option
Plan (incorporated by reference to Exhibit A of the Home Products Proxy
Statement for its 1994 Annual Meeting).
10.2 Home Products International, Inc. 1999 Performance Incentive Plan
(incorporated by reference to Exhibit B of the Home Products Proxy
Statement for its 1999 Annual Meeting).
10.3 Home Products International, Inc. 1999 Directors Restricted Stock Plan
(incorporated by reference to Exhibit A of the Home Products Proxy
Statement for its 1999 Annual Meeting).
10.4 Home Products International, Inc. 1998 Executive Incentive Plan
(incorporated by reference to Exhibit B of the Home Products Proxy
Statement for its 1998 Annual Meeting).
23.1* Consent of Arthur Andersen LLP
23.2* Consent of Much Shelist Freed Denenberg Ament & Rubenstein, P.C.
(included as part of Exhibit 5.1).
24.1* Power of Attorney (included on the signature page).
------------------------------
*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:
18
<PAGE> 20
(i) To include any prospectus required by Section 10(a)(3) of the
Securities At of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or in 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 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 the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above 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 registrant pursuant to Section 13 of Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 the purpose of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
19
<PAGE> 21
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 Chicago, State of Illinois, on September 26, 2000.
HOME PRODUCTS INTERNATIONAL, INC.
By: /s/ James R. Tennant
----------------------------------
James R. Tennant
Chairman of the Board
and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the following
capacities on September 26, 2000.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James R. Tennant and James E. Winslow and
each of them, his attorney-in-fact, each with the power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to sign any registration statement for the same offering covered by this
registration statement that is to be effective upon filing pursuant to Rule
462(b) promulgated under the Securities Act of 1933, and all post-effective
amendments thereto, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said 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 in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or his,
her or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Signatures Title
/s/ James R. Tennant Chairman of the Board and
---------------------------------- Chief Executive Officer
James R. Tennant (Principal Executive Officer)
Executive Vice President,
Chief Financial Officer
/s/ James E. Winslow and Secretary
---------------------------------- (Principal Financial and
James E. Winslow Accounting Officer)
[signatures continued on next page]
S-1
<PAGE> 22
/s/ Joseph Gantz Director
----------------------------------------
Joseph Gantz
/s/ Marshall Ragir Director
----------------------------------------
Marshall Ragir
/s/ Daniel B. Shure Director
----------------------------------------
Daniel B. Shure
/s/ Joel D. Spungin Director
----------------------------------------
Joel D. Spungin
/s/ James R. Tennant Director
----------------------------------------
James R. Tennant
/s/ Charles R. Campbell Director
----------------------------------------
Charles R. Campbell
/s/ Stephen P. Murray Director
----------------------------------------
Stephen P. Murray
/s/ Jeffrey C. Rubenstein Director
----------------------------------------
Jeffrey C. Rubenstein
S-2
<PAGE> 23
LIST OF EXHIBITS
Exhibit
Number Exhibit Title
5.1* Opinion of Much Shelist Freed Denenberg Ament & Rubenstein, P.C.
regarding legality.
10.1 Home Products International, Inc. f/k/a Selfix, Inc. 1994 Stock Option
Plan (incorporated by reference to Exhibit A of the Home Products Proxy
Statement for its 1994 Annual Meeting).
10.2 Home Products International, Inc. 1999 Performance Incentive Plan
(incorporated by reference to Exhibit B of the Home Products Proxy
Statement for its 1999 Annual Meeting).
10.3 Home Products International, Inc. 1999 Directors Restricted Stock Plan
(incorporated by reference to Exhibit A of the Home Products Proxy
Statement of its 1999 Annual Meeting).
10.4 Home Products International, Inc. 1998 Executive Incentive Plan
(incorporated by reference to Exhibit B of the Home Products Proxy
Statement for its 1998 Annual Meeting).
23.1* Consent of Arthur Andersen LLP
23.2* Consent of Much Shelist Freed Denenberg Ament & Rubenstein, P.C.
(included as part of Exhibit 5.1).
24.1* Power of Attorney (included on the signature page).
------------------------------
*Filed herewith
E-1
