<PAGE>
As filed with the Securities and Exchange Commission on August 22, 1995
Registration No. 33-88944
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-3/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
BLYTH HOLDINGS INC.
(Exact name of Registrant as specified in its charter)
------------------------------
Delaware 94-3046892
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) (Identification Number)
989 East Hillsdale Blvd., Suite #400
Foster City, CA 94404
(415) 571-0222
(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)
-------------------------------
MICHAEL J. MINOR
Chief Executive Officer
Blyth Holdings Inc.
989 East Hillsdale Blvd., Suite #400
Foster City, CA 94404
(415) 571-0222
(Name, address, including zip code and telephone number, including area code,
of agent for service)
---------------------------------
COPY TO:
JUDITH M. O'BRIEN, ESQ.
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(415) 493-9300
--------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statment for
the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
----------------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
[SIDE LEGEND] INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
SUBJECT TO COMPLETION, DATED AUGUST 22, 1995
BLYTH HOLDINGS INC.
620,833 Shares
Common Stock
All reference herein to "Blyth" or the "Company" means Blyth Holdings
Inc., unless otherwise indicated by the context.
The 620,833 shares of Blyth common stock covered by this Prospectus (the
"Shares") are offered for the account of certain stockholders of Blyth (the
"Selling Stockholders"). The Selling Stockholders acquired the Shares in
connection with a private placement of the Company's Common Stock ("1993 Private
Placement") effected by the Company in 1993 pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as amended (the "Act").
The Selling Stockholders may sell the Shares from time to time in the over-
the-counter market in regular brokerage transactions, in transactions directly
with market makers or in certain privately negotiated transactions. See "Plan
of Distribution." Each Selling Stockholder has advised the Company that no sale
or distribution other than as disclosed herein will be effected until after this
Prospectus shall have been appropriately amended or supplemented, if required,
to set forth the terms thereof. The Company will not receive any proceeds from
the sale of the Shares by the Selling Stockholders.
All expenses of registration of the Shares, estimated to be approximately
$25,000, shall be borne by the Company. Normal commission expenses and
brokerage fees and any applicable transfer taxes, are payable individually by
the Selling Stockholders.
Each of the Selling Stockholders may be deemed to be an "underwriter" as
such term is defined in the Act.
The Company's Common Stock trades in the Nasdaq National Market
("NASDAQ/NMS") under the symbol "BLYH." On August 22, 1995, the last sale price
of the Company's Common Stock on the NASDAQ/NMS was $2.50 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- -------------------------------------------------------------------------------
Price Underwriting Proceeds to Proceeds to
to Discounts and the Selling
Public Commissions Company Stockholders
--------- ------------- ----------- ------------
Per Share . . . . . . See Text See Text See Text See Text
Total . . . . . . . Above Above Above Above
- -------------------------------------------------------------------------------
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized. This Prospectus does not constitute
an offer to sell or the solicitation of an offer to buy any securities other
than the registered securities to which it relates or an offer to sell or the
solicitation of an offer to buy securities to any person in any jurisdiction
where such offer would be unlawful. The delivery of this Prospectus at any time
does not imply that the information herein is correct as of any time subsequent
to its date.
The date of this Prospectus is _________, 1995
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
Regional Offices located at Seven World Trade Center, 13th Floor, New York, New
York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511. Copies of such materials can be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Reports and other information concerning the
Company may be inspected at the offices of the National Association of
Securities Dealers, Inc. at 1735 K. Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act with respect to the offering
of the Company's Common Stock hereby. This Prospectus does not contain all of
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the Common Stock offered
hereby, reference is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995;
(2) the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995;
(3) the Company's definitive proxy statement dated July 17, 1995, filed in
connection with the August 22, 1995 Annual Meeting of Stockholders of
the Company;
(4) the Company's current report on Form 8-K dated July 13, 1995 filed
with the Commission on July 14, 1995; and
(5) the description of the Company's capital stock set forth in the
Company's Registration Statement on Form 8-A filed with the Commission
on December 22, 1987.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the securities offered hereby shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing such documents.
<PAGE>
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Registration Statement or this Prospectus to the extent that
a statement contained herein, in a Prospectus Supplement or in any other
document subsequently filed with the Commission 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 the Registration Statement or
this Prospectus.
The Company will provide, without charge, to each person to whom this
Prospectus is delivered, upon the request of any such person, a copy of any or
all of the documents which have been or may be incorporated herein by reference
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Such requests should be
directed to the Company at 989 East Hillsdale Boulevard, Foster City, California
94404, Attention: Vice President, Finance and Administration (telephone number:
(415) 571-0222).
THE COMPANY
Blyth Holdings Inc. develops, markets and supports software products for
the development and deployment of client applications for accessing multi-user
databases in workgroup and enterprise-wide client/server computing. The
Company's OMNIS family of products is used by corporations, system integrators,
small business and consultants to deliver custom information management
applications for a wide range of uses including financial management, decision
support, executive information, sales and marketing and multi-media authoring
systems. In addition to these products, the Company provides consulting,
technical support and training to clients to help them plan, analyze, implement
and maintain applications software based on the Company's technology.
The Company was incorporated under the laws of the State of Delaware on
August 5, 1987 pursuant to a reorganization of predecessor companies originally
incorporated under the laws of England in 1983. Blyth Holdings Inc. is the
holding company for a group of companies which includes two operating companies,
Blyth Software Limited, a limited liability company organized under the laws of
England, and Blyth Software Inc., a California corporation. As used herein, the
"Company" refers to Blyth Holdings Inc. and its consolidated subsidiaries.
-2-
<PAGE>
1993 PRIVATE PLACEMENT
In connection with its 1993 Private Placement, the Company issued 620,833
shares of Common Stock to the Selling Stockholders. Pursuant to the terms of
the Common Stock Purchase Agreement dated March 31, 1993, as amended, and the
related registration rights agreement dated March 31, 1993, the purchasers were
granted certain rights to cause the Company register the shares issued in the
1993 Private Placement. This Prospectus covers all 620,833 of those shares.
INDEMNIFICATION
The Company has agreed to indemnify the Selling Stockholders with respect
to certain liabilities in connection with the sale of Shares pursuant to this
Prospectus, including liabilities under the Act. In addition, the Selling
Stockholders have agreed to indemnify the Company, its directors and officers
against certain liabilities incurred as a result of information provided by the
Selling Stockholders for use in this Prospectus.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell the Shares, in whole or in part, from
time to time in the over-the-counter market at prices and on terms prevailing at
the time of any such sale. Any such sales may be made in brokers' transactions
through broker-dealers acting as agents, in transactions directly with market
makers or in privately negotiated transactions where no broker or other third
party (other than the purchaser) is involved. The Selling Stockholders will pay
brokerage commissions or discounts, if any, with respect to the sale of Shares
in amounts customary for the type of transaction effected.
Each Selling Stockholder has advised the Company that during such time as
such Selling Stockholder may be engaged in the attempt to sell Shares registered
hereunder, such person will: (i) not engage in any stabilization activity in
connection with any of the Company's securities; (ii) cause to be furnished to
each person to whom Shares included herein may be offered, and to each broker-
dealer, if any, through whom Shares are offered, such copies of this Prospectus,
as supplemented or amended, as may be required by such person; and (iii) not bid
for or purchase any of the Company's securities or any rights to acquire the
Company's securities, or attempt to induce any person to purchase any of the
Company's securities or rights to acquire the Company's securities other than as
permitted under the Act and the Exchange Act.
The Selling Stockholders, and any other persons who participate in the sale
of the Shares, may be deemed to be "underwriters" as defined in the Act. Any
commissions paid or any discounts or concessions allowed to any such persons,
and any profits received on resale of the Shares, may be deemed to be
underwriting discounts and commissions under the Act.
-3-
<PAGE>
The Company has agreed to maintain the effectiveness of this Registration
Statement until the earlier of the sale of all the Shares registered pursuant to
this Prospectus or 180 days from the effective date hereof. No sales may be
made pursuant to this Prospectus after such date unless the Company amends or
supplements this Prospectus to indicate that it has agreed to extend such period
of effectiveness.
All expenses of registration of the Shares, estimated to be approximately
$25,000 shall be borne by the Company. Normal commission expenses and brokerage
fees and any applicable transfer taxes, are payable by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information as of January 30, 1995
with respect to the Selling Stockholders:
<TABLE>
<CAPTION>
COMMON STOCK COMMON STOCK
OWNED PRIOR TO BE OWNED
NAME OF SELLING SHAREHOLDER TO OFFERING AFTER OFFERING
----------------------------- ----------- --------------
<S> <C> <C>
General Reinsurance Corp. 250,000 0
Amerindo Technology Partners, Ltd.* 62,500 0
Los Angeles Fire * Police Pension Plan* 250,000 0
University of British Columbia Staff
Pension Plan* 58,333 0
------- ----
620,833
<FN>
- -----------------------
* Amerindo Investment Advisors Inc., an investment advisor registered under
the Investment Advisors Act of 1940, has shared voting and dispositive
power with respect to the shares owned by all three of the Selling
Stockholders. Amerindo Investment Advisors Inc. disclaims beneficial
ownership of all of these shares except with respect to its 1% interest as
General Partner of Amerindo Technology Partners, Ltd.
</TABLE>
No Selling Stockholder has had any material relationship with the Company
or any of its predecessors or affiliates within the last three years.
-4-
<PAGE>
LEGAL MATTERS
Certain legal matters relating to the validity of the Common Stock offered
hereby will be passed upon for the Company by Wilson, Sonsini, Goodrich &
Rosati, Professional Corporation, Palo Alto, California.
EXPERTS
The consolidated financial statements and related financial statement
schedule of Blyth Holdings Inc. as of March 31, 1995 and 1994 and for each of
the three years in the period ended March 31, 1995 incorporated in this
Prospectus by reference from the Company's Annual Report of Form 10-K for the
year ended March 31, 1995, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
-5-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than
commissions. All expenses of registration of the Shares will be borne by the
Company. Any fees for counsel to a Selling Stockholder will be borne by said
Selling Stockholder. All of the amounts shown are estimates except the
registration fee.
<TABLE>
<CAPTION>
<S> <C>
Registration fee 1,123
Legal fees and expenses 15,000
Accounting fees and expenses 7,500
Miscellaneous 1,377
------
Total $25,000
------
------
</TABLE>
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors for monetary damages for
breach or alleged breach of their fiduciary duty except that a director may be
liable (a) for any breach of the director's duty of loyalty to the corporation
or its stockholders; (b) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (c) for any
violation of Section 174 of the Delaware General Corporation Law; or (d) for
any transaction from which the director derived an improper personal benefit.
The Bylaws of the Company have implemented the applicable statutory
framework by requiring that the Company indemnify its officers and directors to
the extent permitted by Delaware law. In addition, the Bylaws grant the Company
the right to indemnify employees and agents of the Company in accordance with
Delaware law to the extent determined by the Board of Directors.
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Act. The Company has entered into indemnity
agreements with each of its directors, executive officers and key employees and
with the directors, executive officers and key employees of its subsidiaries
that provide the maximum indemnity allowed to directors and executive officers
by the Delaware General Corporation Law, as well as certain additional
procedural protections. In addition, the indemnity agreements provide that
directors and executive officers will be indemnified to the fullest possible
extent not prohibited by law against all expenses (including attorney's fees)
and settlement amounts paid or incurred by them in any action or proceeding,
including any derivative action by or in the right of the Company, on account of
their services as directors or executive officers of the Company or as directors
or officers of any other company or enterprise when they are serving in such
capacities at the request of the Company. The Company will not be obligated
pursuant to such agreements to indemnify or advance expenses to an indemnified
party with respect to proceedings or
<PAGE>
claims initiated by the indemnified party and not by way of defense, except with
respect to proceedings specifically authorized by the Board of Directors or
brought to enforce a right to indemnification under the indemnity agreement or
any statute or law. Under the indemnification agreements, the Company is not
obligated to indemnify the indemnified party (i) for any expenses incurred by
the indemnified party with respect to any proceeding instituted by the
indemnified party to enforce or interpret the agreement, if a court of competent
jurisdiction determines that each of the material assertions made by the
indemnified party in such proceeding was not made in good faith or was
frivolous; (ii) with respect to any claim, issue or matter as to which the
indemnified party shall have been adjudged by a court to be liable to the
Company in the performance of his duty to the Company unless such court
determines indemnification for such expenses as determined is appropriate;
(iii) on account of any suit against the indemnified party for profits arising
out of a purchase or sale by the indemnified party of securities of the Company
in violation of the provisions of Section 16(b) of the Securities Exchange Act
of 1934 or any similar successor statute; (iv) any acts or omissions or
transactions from which a director may not be relieved of liability under
applicable law; and (v) for expenses or liabilities of any type whatsoever
(including, but not limited to, judgments, fines, ERISA excise taxes or
penalties, and amounts paid in settlement) which have been paid directly to such
indemnified person by an insurance carrier under a policy of officers' and
directors' liability insurance maintained by the Company.
The indemnification provision in the indemnity agreements entered into
between the Company and its directors and executive officers, may be
sufficiently broad to permit indemnification of the Company's officers and
directors for liabilities arising under the Securities Act.
Item 16. EXHIBITS
4.1 Common Stock Purchase Agreement dated March 31, 1993 by and among
the Company and General Reinsurance Corp.(1)
4.2 Amendment to Common Stock Purchase Agreement dated May 14, 1993
by and among the Company, General Reinsurance Corp. and the
Selling Stockholders, including all exhibits thereto.(1)
4.3 Certificate of Incorporation of the Company, as amended.(2)
4.4 Specimen Common Stock Certificate of Blyth Holdings Inc.(3)
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.(4)
23.1 Consent of Deloitte & Touche LLP (included as page II-6 of the
Registration Statement).
II-2
<PAGE>
23.2 Consent of Counsel (included in Exhibit 5.1).(4)
24.1 Power of Attorney.(4)
- --------------------------
(1) Incorporated by reference from Annual Report on Form 10-K filed by the
Company with the Securities and Exchange Commission on June 29, 1994.
(2) Incorporated by reference from Registration Statement on Form S-8
(Registration Statement No. 33-46166) filed by the Company with the
Securities and Exchange Commission on March 2, 1992.
(3) Incorporated by reference from Registration Statement on Form S-1
(Registration No. 33-16764) filed by the Company with the Securities and
Exchange Commission on October 16, 1987.
(4) Previously filed.
Item 17. UNDERTAKINGS
1. 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 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.
(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 the registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned registrant hereby undertakeds that, for purposes of
determining any liability under the Securities Act of 1933 (the "Act"), 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.
3. Insofar as indemnification of liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
II-3
<PAGE>
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the Company 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Foster City, State of California, on the 18th day of
August, 1995.
BLYTH HOLDINGS INC.
By: /s/ Michael J. Minor
-----------------------
Michael J. Minor
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
capacities and on the dates indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
- ------------------------ ------------------------------ --------------
/s/ Michael J. Minor Chief Executive Officer and Chairman August 18, 1995
- ----------------------- of the Board of Directors (Principal
Michael J. Minor Executive Officer)
* President and Chief Operating Officer August 18, 1995
- ----------------------- and Director (Principal Financial
Stephen Lorentzen Officer and Principal Accounting
Officer)
*
- ----------------------- Vice Chairman of the Board of August 18, 1995
Richard J. Hanschen Directors
- ----------------------- Director August 18, 1995
William E. Konrad
*
- ----------------------- Director August 18, 1995
Albert Yu
*By: /s/ Michael J. Minor
------------------------------------
Michael J. Minor
(Attorney-in-Fact)
II-5
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 33-88944 of Blyth Holdings Inc. on Form S-3 of our
report dated May 16, 1995 (June 27, 1995 with respect to Note 13), appearing
in the Annual Report on Form 10-K of Blyth Holdings Inc. for the year ended
March 31, 1995, and to the reference to us under the heading "Experts" in the
Prospectus, which is part of such Registration Statement.
DELOITTE & TOUCHE LLP
San Jose, California
August 18, 1995
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------ ------------------------------------- -------------
4.1 Common Stock Purchase Agreement dated March 31, 1993
by and among the Company and General Reinsurance Corp.(1)
4.2 Amendment to Common Stock Purchase Agreement dated
May 14, 1993 by and among the Company, General
Reinsurance and the Selling Stockholders, including
all exhibits thereto.(1)
4.3 Certificate of Incorporation of the Company, as amended.(2)
4.4 Specimen Common Stock Certificate of Blyth Holdings Inc.(3)
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.(4)
23.1 Consent of Deloitte & Touche LLP (included as page II-6
of the Registration Statement).
23.2 Consent of Counsel (included in Exhibit 5.1).(4)
24.1 Power of Attorney.(4)
- --------------------------
(1) Incorporated by reference from Annual Report on Form 10-K filed by the
Company with the Securities and Exchange Commission on June 29, 1994.
(2) Incorporated by reference from Registration Statement on Form S-8
(Registration Statement No. 33-46166) filed by the Company with the
Securities and Exchange Commission on March 2, 1992.
(3) Incorporated by reference from Registration Statement on Form S-1
(Registration No. 33-16764) filed by the Company with the Securities and
Exchange Commission on October 16, 1987.
(4) Previously filed.
