<PAGE>
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 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)
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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)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Amount Proposed Proposed
Of Shares Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share (2) Offering Price (2) Fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.01 par value 2,000,000 $14.25 $ 28,500,000 $8,407.50
- -------------------------------------------------------------------------------------------------------
</TABLE>
Continued
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(1) Plus such additional shares of Common Stock as may be issuable pursuant to
adjustments, as provided in the Playtex 1994 Stock Option Plan for
Directors and Executive and Key Employees of Playtex Products, Inc., for
stock dividends, splits, combinations or other changes or recapitalizations
or similar transactions.
(2) Estimated pursuant to Rule 457 (c) and (h) under the Securities Act of 1933
solely for the purpose of determining the registration fee and is based on
the average of the reported high and low prices on the New York Stock
Exchange on March 18, 1998.
Index To Exhibits at Page 4
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The contents of the Registration Statement on Form S-8 (File No.333-31703)
previously filed by Playtex Products, Inc. with the Securities and Exchange
Commission on July 21, 1997, are hereby incorporated by reference in this
Registration Statement. This registration statement is being filed for the
sole purpose of increasing the number of shares registered under the Playtex
1994 Stock Option Plan for Directors and Executive and Key Employees at
Playtex Products, Inc. by 2,000,000 shares.
1
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
March 23, 1998.
PLAYTEX PRODUCTS, INC.
By: /s/ Paul E. Yestrumskas
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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.
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.
2
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<TABLE>
<CAPTION>
Signature Title Date Signed
--------- ----- -----------
<S> <C> <C>
/s/ Robert B. Haas Chairman of the Board and Director March 23, 1998
- ------------------------
Robert B. Haas
/s/ Michael R. Gallagher Chief Executive Officer and March 23,1998
- ------------------------ Director (Principal Executive
Michael R. Gallagher Officer)
/s/ Michael F. Goss Executive Vice President, Chief March 23,1998
- ------------------------ Financial Officer and Director
Michael F. Goss (Principal Financial and Accounting
Officer)
/s/ C. Ann Merrifield Director March 23,1998
- ------------------------
C. Ann Merrifield
Director March 23,1998
- ------------------------
Thomas H. Lee
/s/ Douglas D. Wheat Director March 23,1998
- ------------------------
Douglas D. Wheat
Director March 23,1998
- ------------------------
Michael R. Eisenson
Director March 23,1998
- ------------------------
Kenneth F. Yontz
Director March 23,1998
- ------------------------
Timothy O. Fisher
</TABLE>
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<TABLE>
<S> <C> <C>
Director March 23,1998
- ------------------------
John W. Childs
/s/ Wyche H. Walton Director March 23,1998
- ------------------------
Wyche H. Walton
</TABLE>
3
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Exhibit Index
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5 Opinion of Counsel as to the legality of the Common Stock being
registered.
23.1 Consent of KPMG Peat Marwick LLP (Independent Accountants).
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (included in the signature page to this
registration Statement).
4
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Exhibit 5
OPINION OF COUNSEL
[Playtex Products, Inc. Letterhead]
March 23, 1998
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
on Form S-8, together with exhibits thereto (the "Registration Statement"),
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., as amended (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 the
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 23.1
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 operations, 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
March 23, 1998
