The Registrant requests that this registration statement become effective
immediately upon filing pursuant to Securities Act Rule 462
Registration No. 333-
As filed with the Securities and Exchange Commission on February 28, 1997
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------
ALLOU HEALTH & BEAUTY CARE, INC.
(Exact name of registrant as specified in its charter
and translation of Registrant's name into English)
------------------
Delaware 19136059
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
Victor Jacobs
Allou Health & Beauty Care, Inc.
50 Emjay Boulevard
50 Emjay Boulevard Brentwood, New York 11717
Brentwood, New York 11717 (516) 273-4000
(Address of Principal Executive Offices) (Name, address, and telephone
number, including area code, of
agent of service)
------------------
1995 NONQUALIFIED STOCK OPTION PLAN
1996 STOCK OPTION PLAN
(Full title of the plans)
------------------
Copies to:
Henry I. Rothman, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
(212) 704-6000
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================= =================== ======================= ======================== =================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered(1) offering price per unit aggregate offering price registration fee
- ----------------------------------------- ------------------- ----------------------- ------------------------ -----------------
<S> <C> <C> <C> <C>
Class B Common Stock, $.001 par value (2) 300,000 $5.80(3) $1,740,000 $527
200,000 6.53(4) 1,306,000 396
- ----------------------------------------- ------------------- ----------------------- ------------------------ -----------------
Class A Common Stock, $.001 par value (5) 500,000 0 (6) 0 0
- ----------------------------------------- ------------------- ----------------------- ------------------------ -----------------
Class A Common Stock, $.001 par value (7) 1,000,000 6.53(8) 6,530,000 1,979
========================================= =================== ======================= ======================== =================
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$2,902 . . .
========================================= =================== ======================= ======================== =================
</TABLE>
(1) In addition, in accordance with Rule 416(a) under the Securities Act of
1933, this registration statement also covers such indeterminate number of
shares as may become subject to options under the 1995 Nonqualified Stock
Option Plan (the "1995 Plan") and the 1996 Stock Option Plan (the "1996
Plan") as a result of the adjustment provisions therein.
(2) Shares issuable upon exercise of options granted or to be granted under the
1995 Plan.
(3) Based, pursuant to Rule 457(h), on the exercise price of the related
option.
(4) The registration fee for Class B Common Stock, $.001 par value (the "Class
B Common Stock"), that may be purchased upon exercise of outstanding
options under the 1995 Plan was calculated pursuant to Rule 457(f) using
the high and low prices of the Class A Common Stock, $.001 par value (the
"Class A Common Stock") that may be purchased upon conversion of such Class
B Common Stock into Class A Common Stock as reported on the American Stock
Exchange on February 26, 1997.
(5) Shares issuable upon conversion of the Class B Common Stock issuable upon
exercise of options granted or to be granted under the 1995 Plan.
(6) No additional consideration is to be paid upon conversion of the Class B
Common Stock; therefore, pursuant to Rule 457(i), no additional fee is
required.
(7) Shares issuable upon exercise of options to be granted under the 1996 Plan.
(8) The registration fee for Class A Common Stock that may be purchased upon
exercise of options to be granted under the 1996 Plan was calculated
pursuant to Rule 457(h) using the high and low prices of the Class A Common
Stock as reported on the American Stock Exchange on February 26, 1997.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
Note to Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Allou Health & Beauty Care,
Inc. (the "Registrant") are incorporated by reference in this registration
statement.
(1) Annual Report on Form 10-K for the year ended March 31,
1996, filed on June 28, 1996 (the "Annual Report").
(2) Quarterly Report on Form 10-Q for the quarter ended June
30, 1996, filed on August 14, 1996.
(3) Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996, filed on November 14, 1996.
(4) Quarterly Report on Form 10-Q for the quarter ended
December 31, 1996, filed on February 14, 1997.
(5) The portions of the Registrant's Proxy Statement for the
Annual Meeting of Stockholders held on September 11, 1996 that have
been incorporated by reference in the Annual Report.
(6) The description of the Registrant's Class A Common Stock,
$.001 par value per share, and Class B Common Stock, $.001 par value
per share, contained in the Registrant's Registration Statement on Form
8-A, filed pursuant to Section 12 of the Securities Exchange Act of
1934, including any amendment or report subsequently filed by the
Registrant for the purpose of updating the information contained
therein.
(7) All other reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Exchange Act since September 30, 1996.
In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, 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, 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.
Item 4. Description of Securities
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel
Not applicable.
II-2
<PAGE>
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of
Delaware permits indemnification of directors, officers and employees of
corporations under certain conditions and subject to certain limitations. In
addition, Section 102(b)(7) of the General Corporation Law of the State of
Delaware permits a corporation to provide, in its articles of incorporation,
that directors shall not have liability to the corporation or its stockholders
for monetary damages for breach of fiduciary duty, subject to certain prescribed
exceptions. Article Ninth of the Certificate of Incorporation of the Registrant
contains provisions for the indemnification of directors, officers and employees
within the limitations permitted by Section 145. In addition, Article Eighth of
the Certificate of Incorporation of the Registrant provides for the limitation
on the personal liability of directors permitted by Section 102(b)(7), subject
to the exceptions required thereby.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
5.1 Opinion of Parker Chapin Flattau & Klimpl, LLP.
23.1 Consent of Mayer Rispler & Company, P.C.
23.2 Consent of Parker Chapin Flattau & Klimpl, LLP
(included in the opinion filed as Exhibit 5.1
hereto).
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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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;
II-3
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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
the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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 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
purposes 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 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 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 Act 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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Brentwood, State of New York, on the 27th day of
February, 1997.
ALLOU HEALTH & BEAUTY CARE, INC.
By: /s/ VICTOR JACOBS
-------------------------------
Victor Jacobs,
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
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ VICTOR JACOBS Chairman of the Board and February 27, 1997
----------------- Chief Executive Officer
Victor Jacobs
/s/ HERMAN JACOBS President and Director February 27, 1997
-----------------
Herman Jacobs
/s/ DAVID SHAMILZADEH Chief Financial Officer, February 27, 1997
--------------------- Chief Accounting Officer
David Shamilzadeh and Director
/s/ JACK JACOBS Director February 27, 1997
---------------
Jack Jacobs
/s/ RAMON MONTES Director February 27, 1997
----------------
Ramon Montes
/s/ SOL NAIMARK Director February 27, 1997
---------------
Sol Naimark
/s/ JEFFREY BERG Director February 27, 1997
----------------
Jeffrey Berg
II-5
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
Number ----------- ----
------
5.1 Opinion of Parker Chapin Flattau & Klimpl, LLP.
23.1 Consent of Mayer Rispler & Company, P.C.
23.2 Consent of Parker Chapin Flattau & Klimpl, LLP
(included in the opinion filed as Exhibit 5.1
hereto).
II-6
EXHIBIT 5.1
Allou Health & Beauty Care, Inc.
February 27, 1997
Page 1
February 27, 1997
Allou Health & Beauty Care, Inc.
50 Emjay Boulevard
Brentwood, New York 11717
Gentlemen:
We have acted as counsel to Allou Health & Beauty Care, Inc.,
a Delaware corporation (the "Company"), in connection with a Registration
Statement on Form S-8 (the "Registration Statement") being filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to the offering of (i) 1,000,000 shares of Class A Common Stock, par
value $.001 per share ("Class A Option Shares"), to certain employees and
directors of the Company, issuable upon exercise of options that may from time
to time be granted by the Company under its 1996 Stock Option Plan (the "1996
Plan"), (ii) 500,000 shares of Class B Common Stock, par value $.001 per share
("Class B Option Shares"), to certain employees and directors of the Company,
issuable upon exercise of options that either have been, or may from time to
time be, granted by the Company under its 1995 Nonqualified Stock Option Plan
(the "1995 Plan") and (iii) 500,000 shares of Class A Common Stock, par value
$.001 per share (the "Conversion Shares"), issuable upon conversion of the Class
B Option Shares into Class A Common Stock, par value $.001 per share.
In connection with the foregoing, we have examined originals
or copies, satisfactory to us, of the 1995 Plan and the 1996 Plan and all such
corporate records and of all such agreements, certificates and other documents
as we have deemed relevant and necessary as a basis for the opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the original documents of all documents submitted to us as
copies or facsimiles. As to any facts material to such opinion, we have, to the
extent that relevant facts were not independently established by us, relied on
certificates of public officials and certificates of officers or other
representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion
that:
<PAGE>
Allou Health & Beauty Care, Inc.
February 27, 1997
Page 2
(1) the Class A Option Shares, when issued and paid for in
accordance with the 1996 Plan and in accordance with the options
issuable pursuant to the 1996 Plan, upon exercise of which the Class A
Option Shares become issuable, will be validly issued, fully paid and
non-assessable;
(2) the Class B Option Shares, when issued and paid for in
accordance with the 1995 Plan and in accordance with the options
issuable pursuant to the 1995 Plan, upon exercise of which the Class B
Option Shares become issuable, will be validly issued, fully paid and
non-assessable; and
(3) the Conversion Shares, when issued in accordance with the
certificate of incorporation and bylaws of the Company, upon conversion
of the Class B Option Shares, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/PARKER CHAPIN FLATTAU & KLIMPL, LLP
--------------------------------------
PARKER CHAPIN FLATTAU & KLIMPL, LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Allou Health & Beauty Care, Inc.
Brentwood, New York
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the 1995 Nonqualified Stock
Option Plan and the 1996 Stock Option Plan of Allou Health & Beauty Care, Inc.
(the "Company") of our report dated June 17, 1996, relating to the consolidated
financial statements and schedules of the Company and its subsidiaries included
in the Company's Annual Report on Form 10-K for the year ended March 31, 1996.
/s/ MAYER RISPLER & COMPANY, P.C.
Mayer Rispler & Company, P.C.
Certified Public Accountants
February 27, 1997
Brooklyn, New York
