As filed with the Securities and Exchange Commission on July 21, 1997
Registration No.333-________
- --------------------------------------------------------------------------------
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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PLAYTEX PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0312772
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
300 Nyala Farms Road
Westport, Connecticut 06880
(Address of principal (Zip Code)
executive offices)
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PLAYTEX 1994 STOCK OPTION PLAN FOR DIRECTORS
AND EXECUTIVE AND KEY EMPLOYEES OF PLAYTEX PRODUCTS, INC.
(Full title of the Plan)
------------
PAUL E. YESTRUMSKAS, ESQ.
Vice President, General Counsel and Secretary
Playtex Products, Inc.
300 Nyala Farms Road
Westport, Connecticut 06880
(203) 341-4000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
MARC D. BASSEWITZ, ESQ.
Latham & Watkins
Sears Tower
Suite 5800
Chicago, IL 60606-6401
(312) 876-7700
CALCULATION OF REGISTRATION FEE
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Amount Proposed Proposed
of Shares Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share (1) Offering Price (1) Fee
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Common Stock 2,000,000 $9.87; $7.87; $17,561,690 $5,321.72
$.01 par value $9.00; $8.94
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(1) For purposes of computing the registration fee only. Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon (a)
the exercise price per share ($9.87) of outstanding options for 476,215
shares, (b) the exercise price per share ($7.87) of outstanding options
for 717,000 shares, (c) the exercise price per share ($9.00) of
outstanding options for 100,000 shares, and (d) for the remaining 706,785
shares, $8.94, the average of the high and low prices for the Company's
Common Stock reported on the composite tape for the New York Stock
Exchange on July 18, 1997.
<PAGE>
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registration Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission by Playtex Products, Inc., a Delaware corporation (the "Company"),
are incorporated as of their respective dates in this Registration Statement by
reference:
A. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 29, 1997.
B. The Company's Annual Report on Form 10-K for the fiscal year
ended December 28, 1996.
C. All other reports filed by the Company pursuant to Sections
13(a) and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since December 28, 1996.
D. Description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 (File No.
33-71512) of the Registrant.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold are incorporated by reference
in this Registration Statement and are a part hereof from the date of filing
such documents.
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 this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is also 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.
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<PAGE>
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware permits
indemnification of directors, officers and employees of a corporation under
certain conditions and subject to certain limitations.
Article III, Section 13 of the Bylaws of the Company provides that
the Company shall indemnify and hold harmless, to the fullest extent permitted
by applicable law, any person who was or is made or is threatened to be made a
party or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "proceeding") by reason of the fact
that he, or a person for whom he is the legal representative, is or was a
director or officer of the Company or is or was serving at the written request
of the Company as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust, enterprise or nonprofit entity,
including service with respect to employee benefit plans, against all liability
and loss suffered and expenses (including attorney's fees) reasonably incurred
by such person. Further, the Bylaws provide that the Company shall be required
to indemnify a person in connection with a proceeding (or part thereof)
initiated by such person only if the proceeding (or part thereof) was authorized
by the Board of Directors of the Company. The Bylaws also provide that the
Company shall pay the expenses (including attorneys' fees) incurred by a
director or officer in defending any proceeding in advance of its final
disposition, provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified.
Item 7. Exemption from Registration Claimed
Not applicable.
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<PAGE>
Item 8. Exhibits
4(a) Restated Certificate of Incorporation, as amended through June
6, 1995. (Incorporated herein by reference to Exhibit 3.2 of
Registrant's Form 8- K, dated June 6, 1995, File No.
33-25485-01.)
4(b) Bylaws of the Company. (Incorporated herein by reference to
Exhibit 3(b) of Registrant's Registration Statement on Form
S-1, No. 33-24585.)
4(c) Amendment to the Bylaws of the Company. (Incorporated herein
by reference to Exhibit 3(g) of Registrant's Registration
Statement on Form S-1, No. 33-43771.)
4(d) Amendment to the Bylaws of the Company. (Incorporated herein
by reference to Exhibit 3(g) of Registrant's Annual Report on
Form 10-K for the fiscal year ended December 25, 1993, File
No. 33-25485-01.)
4(e) Amendment to the Bylaws of the Company. (Incorporated herein
by reference to Exhibit 4(e) of Registrant's Registration
Statement on Form S-8, No. 33-88806.)
4(f) By-laws of the Company, as amended through June 6, 1995.
(Incorporated herein by reference to Exhibit 3.1 of
Registrant's Form 8- K, dated June 6, 1995, File No.
33-25485-01.)
4(g) Merger Certificate dated March 8, 1994 between Playtex Family
Products Corporation and the Company. (Incorporated herein by
reference to Exhibit 3(h) of Registrant's Annual Report on
Form 10-K for the fiscal year ended December 25, 1993, File
No. 33-25485-01.)
4(h) Specimen Common Stock Certificate. (Incorporated herein by
reference to Exhibit 4(a) of Registrant's Registration
Statement on Form S-1, No. 33-71512.)
4(i) Playtex 1994 Stock Option Plan for Directors and Executive and
Key Employees of Playtex Products, Inc. (the "1994 Stock
Option Plan"). (Incorporated herein by reference to Exhibit
10(hh) of Registrant's Annual Report on Form 10-K for the
fiscal year ended December 25, 1993, File No. 33-25485-01.)
4(j) Amendment No. 1 to the 1994 Stock Option Plan. (Incorporated
herein by reference to Exhibit 10.2 of Registrant's Form 8-K,
dated June 6, 1995, File No. 33-25485-01.)
5(a) Opinion of Counsel as to the legality of the Common Stock
being registered.
23(a) Consent of Independent Accountants.
23(b) Consent of Counsel (included in Exhibit 5(a)).
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<PAGE>
24(a) Power of Attorney (included on signature page).
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this
Registration Statement (or 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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply to information contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Act, 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 that
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's Annual Report pursuant to
section 13(a) or 15(d) of the Exchange Act 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 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the
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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 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 and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Westport, State of Connecticut, on July 21, 1997.
PLAYTEX PRODUCTS, INC.
By: /s/ Paul E. Yestrumskas
------------------------------------
Paul E. Yestrumskas
Vice President, General Counsel and
Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below,
hereby constitutes and appoints each of Michael F. Goss and Paul E. Yestrumskas
his true and lawful attorney-in-fact and agent, with full power of substitution
and reimbursement, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments or supplements to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing necessary or appropriate to be done with respect to this
Registration Statement or any amendments or supplements hereto in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date Signed
--------- ----- -----------
/s/ Robert B. Haas Chairman of the Board and May 20, 1997
- --------------------------- Director
Robert B. Haas
/s/ Michael R. Gallagher Chief Executive Officer and May 27, 1997
- --------------------------- Director (Principal
Michael R. Gallagher Executive Officer)
/s/ Michael F. Goss Executive Vice President, May 23, 1997
- --------------------------- Chief Financial Officer and
Michael F. Goss Director (Principal Financial
and Accounting Officer)
/s/ C. Ann Merrifield Director May 20, 1997
- ---------------------------
C. Ann Merrifield
- --------------------------- Director May __, 1997
Thomas H. Lee
/s/ Douglas D. Wheat Director May 20, 1997
- ---------------------------
Douglas D. Wheat
- --------------------------- Director May __, 1997
Michael R. Eisenson
- --------------------------- Director May __, 1997
Kenneth F. Yontz
- --------------------------- Director May __, 1997
Timothy O. Fisher
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<PAGE>
Exhibit Index
4(a) Restated Certificate of Incorporation, as amended through June
6, 1995. (Incorporated herein by reference to Exhibit 3.2 of
Registrant's Form 8-K, dated June 6, 1995, File No.
33-25485-01.)
4(b) Bylaws of the Company. (Incorporated herein by reference to
Exhibit 3(b) of Registrant's Registration Statement on Form
S-1, No. 33- 24585.)
4(c) Amendment to the Bylaws of the Company. (Incorporated herein
by reference to Exhibit 3(g) of Registrant's Registration
Statement on Form S-1, No. 33-43771.)
4(d) Amendment to the Bylaws of the Company. (Incorporated herein
by reference to Exhibit 3(g) of Registrant's Annual Report on
Form 10-K for the fiscal year ended December 25, 1993, File
No. 33-25485-01.)
4(e) Amendment to the Bylaws of the Company. (Incorporated herein
by reference to Exhibit 4(e) of Registrant's Registration
Statement on Form S-8, No. 33-88806.)
4(f) By-laws of the Company, as amended through June 6, 1995.
(Incorporated herein by reference to Exhibit 3.1 of
Registrant's Form 8-K, dated June 6, 1995, File No.
33-25485-01.)
4(g) Merger Certificate dated March 8, 1994 between Playtex Family
Products Corporation and the Company. (Incorporated herein by
reference to Exhibit 3(h) of Registrant's Annual Report on
Form 10-K for the fiscal year ended December 25, 1993, File
No. 33-25485-01.)
4(h) Specimen Common Stock Certificate. (Incorporated herein by
reference to Exhibit 4(a) of Registrant's Registration
Statement on Form S-1, No. 33-71512.)
4(i) Playtex 1994 Stock Option Plan for Directors and Executive and
Key Employees of Playtex Products, Inc. (the "1994 Stock
Option Plan"). (Incorporated herein by reference to Exhibit
10(hh) of Registrant's Annual Report on Form 10-K for the
fiscal year ended December 25, 1993, File No. 33-25485-01.)
4(j) Amendment No. 1 to the 1994 Stock Option Plan. (Incorporated
herein by reference to Exhibit 10.2 of Registrant's Form 8-K,
dated June 6, 1995, File No. 33-25485-01.)
5(a) Opinion of Counsel as to the legality of the Common Stock
being registered.
23(a) Consent of Independent Accountants.
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23(b) Consent of Counsel (included in Exhibit 5(a)).
24(a) Power of Attorney (included on signature page).
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Exhibit 5(a)
[Playtex Products, Inc. Letterhead]
July 21, 1997
Playtex Products, Inc.
300 Nyala Farms Road
Westport, Connecticut 06880
RE: Playtex Products, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
As Vice President, General Counsel and Secretary of Playtex
Products, Inc. (the "Company"), I am familiar with the Registration Statement,
together with exhibits thereto, to be filed by the Company in connection with
the registration of 2,000,000 shares of Common Stock, $.01 par value (the
"Common Stock"), to be offered and sold to participants in the Playtex 1994
Stock Option Plan for Directors and Executive and Key Employees of Playtex
Products, Inc. (the "Plan"). I am familiar with the proceedings undertaken by
the Company in connection with the Plan and the authorization of the issuance of
Common Stock thereunder, and have examined such documents and such questions of
law and fact as I have deemed necessary in order to express the opinions
contained herein.
Based on the foregoing, it is my opinion that, as of the date
hereof, the 2,000,000 shares of Common Stock registered under this Registration
Statement that may be issued by the Company pursuant to the Plan, when and if so
issued in accordance with the terms of the Plan, will be duly authorized,
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Paul E. Yestrumskas
Paul E. Yestrumskas, Esq.
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Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Playtex Products, Inc.
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Playtex Products, Inc. of our reports dated February 7, 1997,
relating to the consolidated balance sheets of Playtex Products, Inc. and
Subsidiaries as of December 28, 1996 and December 30, 1995, and the related
consolidated statements of earnings, redeemable preferred stock, common stock
and other stockholders' equity and cash flows for the twelve months ended
December 28, 1996, December 30, 1995, and December 31, 1994 and the related
schedule, which reports appear in the Annual Report on Form 10-K of Playtex
Products, Inc. for the fiscal year ended December 28, 1996.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Stamford, Connecticut
July 16, 1997
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