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 MAY 10, 2000
================================================================================
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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ALLOU HEALTH & BEAUTY CARE, INC.
(Exact name of registrant as specified in its charter
and translation of Registrant's name into English)
----------
<TABLE>
<CAPTION>
<S> <C>
DELAWARE 11-2953972
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
VICTOR JACOBS
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
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)
</TABLE>
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1996 STOCK OPTION PLAN
(Full title of the plan)
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COPIES TO:
HENRY I. ROTHMAN, ESQ.
PARKER CHAPIN LLP
405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10174
(212) 704-6000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================= =================== =================== ===================== ===============
Title of Securities to Amount to Be Proposed Maximum Proposed Maximum Amount of
Be Registered Registered (1) Offering Aggregate Registration
Price per Share Offering Price Fee
- --------------------------------------------- ------------------- ------------------- --------------------- ---------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value $.001 per
value 53,750 shares $10.00 $537,500 $141.90
============================================= =================== =================== ===================== ===============
Class A Common Stock, par value $.001 per
value 143,845 shares $5.65 $812,724 $214.55
============================================= =================== =================== ===================== ===============
Class A Common Stock, par value $.001 per
value 10,000 shares $6.50 $65,000 $17.16
============================================= =================== =================== ===================== ===============
Class A Common Stock, par value $.001 per
value 50,000 shares $6.63 $331,500 $87.51
============================================= =================== =================== ===================== ===============
Class A Common Stock, par value $.001 per
value 50,000 shares $8.50 $425,000 $112.20
============================================= =================== =================== ===================== ===============
Class A Common Stock, par value $.001 per
value 692,405 shares $7.44 $5,151,493 $1360.00
============================================= =================== =================== ===================== ===============
TOTAL 1,000,000 shares $7,323,217 $1933.32
============================================= =================== =================== ===================== ===============
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, there shall also be
deemed covered hereby such additional securities as may result from
anti-dilution adjustments under the 1996 Stock Option Plan (the "1996
Plan").
(2) Calculated pursuant to Rule 457(c) and (h) based on the average of the bid
and asked prices per share of the registrant's Common Stock on The American
Stock Exchange on May 5, 2000.
================================================================================
<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, 1999, filed
on June 29, 1999, as amended (the "Annual Report").
(2) Quarterly Report on Form 10-Q for the quarter ended June 30, 1999,
filed on August 16, 1999.
(3) Quarterly Report on Form 10-Q for the quarter ended September 30,
1999, filed on November 12, 1999.
(4) Quarterly Report on Form 10-Q for the quarter ended December 31,
1999, filed on February 14, 2000.
(5) 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 on
February 24, 1999 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.
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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
II-1
<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 LLP.
23.1 Consent of Mayer Rispler & Company, P.C.
23.2 Consent of Parker Chapin 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-2
<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-3
<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 8th day of
May, 2000.
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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C>
/s/ Victor Jacobs Chairman of the Board and May 10, 2000
-------------------- Chief Executive Officer
Victor Jacobs
/s/ Herman Jacobs President and Director May 10, 2000
--------------------
Herman Jacobs
/s/ David Shamilzadeh Chief Financial Officer, May 10, 2000
--------------------- Chief Accounting Officer
David Shamilzadeh and Director
/s/ Jack Jacobs Director May 10, 2000
--------------------
Jack Jacobs
/s/ Sol Naimark Director May 10, 2000
--------------------
Sol Naimark
/s/ Jeffrey Berg Director May 10, 2000
--------------------
Jeffrey Berg
/s/ Stuart Glasser Director May 10, 2000
--------------------
Stuart Glasser
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE
-------------- ----------- ----
<S> <C>
5.1 Opinion of Parker Chapin LLP.
23.1 Consent of Mayer Rispler & Company, P.C.
23.2 Consent of Parker Chapin LLP (included in the opinion
filed as Exhibit 5.1 hereto).
</TABLE>
II-5
EXHIBIT 5.1
May 10, 2000
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 an additional 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 have been,
or may from time to time be, granted by the Company under its 1996 Stock Option
Plan, as amended (the "1996 Plan").
In connection with the foregoing, we have examined originals or copies,
satisfactory to us, of 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.
We have not examined each option contract in respect of options granted
under the Plan. We have, however, examined the form of option contract which the
Company has advised us is the form of option contract used by it under the Plan.
We have also been informed by the Company that each option contract between the
Company and option holders under the Plan is substantially in the form of the
option contract we have examined.
Based upon and subject to the foregoing, we are of the opinion that the
Class A Option Shares, when issued and paid for in accordance with the 1996
Plan, 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 LLP
PARKER CHAPIN 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 1996 Stock Option Plan of
Allou Health & Beauty Care, Inc. (the "Company") of our report dated June 2,
1999, 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, 1999.
/s/ MAYER RISPLER & COMPANY, P.C.
Mayer Rispler & Company, P.C.
Certified Public Accountants
May 10, 2000
Brooklyn, New York
