As filed with the Securities and Exchange Commission on March 10, 2000
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
PLAYTEX PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0312772
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
---------------------------
300 Nyala Farms Road
Westport, Connecticut 06880
(Address of Principal Executive Offices) (Zip Code)
PLAYTEX 1994 STOCK OPTION PLAN FOR DIRECTORS AND EXECUTIVE
AND KEY EMPLOYEES OF PLAYTEX PRODUCTS, INC.
(Full titles 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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of Each Class of Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Securities to be Registered Registered Price Per Share (1) Aggregate Offering Price (1) Registration Fee
- ------------------------------ ----------------- ----------------------------- ------------------------------ ------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share 2,000,000 (2) $11.47 $22,940,000 $6,056.16
- ------------------------------ ----------------- ----------------------------- ------------------------------ ------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) and 457(h) under the Securities Act of
1933, as amended (the "Securities Act"). The Proposed Maximum Offering
Price was determined by averaging the high and low prices of the Common
Stock, $.01 per share par value ("Common Stock"), of Playtex Products,
Inc. ("PYX") as reported by the New York Stock Exchange on March 7,
2000.
(2) 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.
================================================================================
<PAGE>
2
The contents of (i) the Registration Statement on Form S-8 (File No.
333-48461) previously filed by Playtex Products, Inc. with the Securities and
Exchange Commission on March 23, 1998 and (ii) 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 8,
2000.
PLAYTEX PRODUCTS, INC.
(Registrant)
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 Glenn A. Forbes 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 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signatures Title Date
---------- ----- ----
/s/ ROBERT B. HAAS Chairman of the Board and March 8, 2000
------------------------ Director
Robert B. Haas
/s/ MICHAEL R. GALLAGHER Chief Executive Officer and March 8, 2000
------------------------ Director (Principal Executive
Michael R. Gallagher Officer)
<PAGE>
3
Signatures Title Date
---------- ----- ----
/s/ GLENN A. FORBES Vice President, Finance and March 8, 2000
------------------------ Acting Chief Financial Officer
Glenn A. Forbes (Principal Financial and
Accounting Officer)
/s/ C. ANN MERRIFIELD Director March 8, 2000
------------------------
C. Ann Merrifield
Director
------------------------
Richard C. Blum
/s/ DOUGLAS D. WHEAT Director March 8, 2000
------------------------
Douglas D. Wheat
/s/ MICHAEL R. EISENSON Director March 8, 2000
------------------------
Michael R. Eisenson
/s/ KENNETH F. YONTZ Director March 8, 2000
------------------------
Kenneth F. Yontz
/s/ TIMOTHY O. FISHER Director March 8, 2000
------------------------
Timothy O. Fisher
/s/ JEFFREY W. UBBEN Director March 8, 2000
------------------------
Jeffrey W. Ubben
/s/ WYCHE H. WALTON Director March 8, 2000
------------------------
Wyche H. Walton
<PAGE>
4
INDEX TO EXHIBITS
-----------------
Exhibits
- --------
5 -- Opinion of counsel to the Company, regarding the legality of the
Common Stock being registered.
23.1 -- Consent of KPMG 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).
Exhibit 5
OPINION OF COUNSEL
March 8, 2000
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,
$0.01 par value (the "Common Stock"), to be offered and sold to participants in
the Playtex Products, Inc. 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 non-assessable.
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
Item 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Playtex Products, Inc. of our report dated February 4, 1999,
relating to the consolidated balance sheets of Playtex Products, Inc. and
subsidiaries as of December 26, 1998 and December 27, 1997, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the twelve months ended December 26, 1998, December 27, 1997 and
December 28, 1996 and the related consolidated financial statements schedule,
which report appears in the Annual Report on Form 10-K of Playtex Products, Inc.
for the fiscal year ended December 26, 1998.
/s/ KPMG LLP
- ------------
KPMG LLP
Stamford, Connecticut
March 8, 2000
