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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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ROYAL APPLIANCE MFG. CO.
(Exact name of registrant as specified in its charter)
OHIO 34-1350353
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
650 Alpha Drive
Cleveland, Ohio 44143
(Address of principal executive offices)
ROYAL APPLIANCE MFG. CO.
1996 KEY EXECUTIVE LONG TERM INCENTIVE PLAN
(Full title of the plan)
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Michael J. Merriman, President and Chief Executive Officer
Royal Appliance Mfg. Co.
650 Alpha Drive
Cleveland, Ohio 44143
(440) 449-6150
(Name, address, and telephone number, including area code, of
agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
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Common Shares 1,800,000 shs. $4.8125 $8,662,500 $2,286.90
without par value
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof: (a) the Registrant's annual report on Form 10-K for the year
ended December 31, 1999, filed with the Commission pursuant to Section 13(a)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b)
all other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of
the Exchange Act, since the end of the year covered by the annual report on Form
10-K referred to in subsection (a) above; and (c) a description of the
Registrant's Common Shares set forth in the Registrant's Registration Statement
on Form 8-A filed with the Commission under the Exchange Act.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and 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 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
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under certain circumstances provided in Article V of the
Registrant's Code of Regulations and subject to Section 1701.13 of the Ohio
General Corporation Law (which sets forth the conditions and limitations
governing indemnification of officers, directors and other persons), the
Registrant will indemnify any director or officer or any former director or
officer of the Registrant against expenses, losses, or liabilities reasonably
incurred by such director or officer by reason of the fact that he or she is or
was a director or officer in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative. The Registrant maintains liability insurance for all of its
directors and officers. This insurance also insures the Registrant against
amounts payable to indemnify directors and officers, subject to policy limits
and retention amounts.
Under the Ohio General Corporation Law, a director's liability to
the Registrant or its shareholders for damages is limited to only those
situations where it is proved by clear and convincing evidence that the
director's action or failure to act was undertaken with deliberate intent
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to cause injury to the Registrant or undertaken with reckless disregard for the
best interests of the Registrant, and those situations involving unlawful loans,
asset distributions, dividend payments or share repurchases. As a result,
shareholders may be unable to recover monetary damages against directors for
actions which constitute gross negligence or which are in violation of their
fiduciary duties, although it may be possible to obtain injunctive or other
equitable relief with respect to such actions.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
Item 8. EXHIBITS
The Exhibits to the Registration Statement are listed in the
Exhibit Index on page 6 of this Registration Statement.
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 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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities 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 which 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 Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 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) The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report, to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
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meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act;
and, where interim financial information required to be presented by Article 3
of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) 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
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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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 Cleveland, State of Ohio, on the 1st day of May,
2000.
ROYAL APPLIANCE MFG. CO.
By: /s/ Michael J. Merriman
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Michael J. Merriman, President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 1st day of May, 2000 by the
following persons in the capacities indicated.
Michael J. Merriman, President and Chief Executive Officer
(Principal Executive Officer) and Director
R. Louis Schneeberger, Chairman of the Board
Richard G. Vasek, Chief Financial Officer (Principal
Financial and Accounting Officer)
E. Patrick Nalley, Director
John Rochon, Director
J.B. Richey, Director
Jack Kahl, Jr., Director
The undersigned, by signing his name hereto, executes this Registration
Statement on Form S-8 pursuant to Powers of Attorney executed by the above-named
Officers and Directors of the Registrant and which are being filed herewith with
the Securities and Exchange Commission on behalf of such officers and directors.
By: /s/ Michael J. Merriman
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Michael J. Merriman, Attorney-in-fact
Date: May 1, 2000
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ROYAL APPLIANCE MFG. CO.
INDEX TO EXHIBITS
Exhibit Description
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5.1 Opinion of Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A., as to the
legality of shares of Common Stock being registered
23.1 Consent of Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A. (included in
Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney of Directors and Officers
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EXHIBIT 5.1
[KAHN, KLEINMAN, YANOWITZ & ARNSON CO., L.P.A. LETTERHEAD]
May 1, 2000
Royal Appliance Mfg. Co.
650 Alpha Drive
Cleveland, Ohio 44143
Ladies and Gentlemen:
In connection with the filing by Royal Appliance Mfg. Co. (the
"Company"), with the Securities and Exchange Commission under the provisions of
the Securities Act of 1933, as amended (the "Securities Act"), of a Registration
Statement on Form S-8 (the "Registration Statement") with respect to a maximum
of 1,800,000 Common Shares, without par value (the "Shares") of the Company to
be issued under the Royal Appliance Mfg. Co. 1996 Key Executive Long Term
Incentive Plan (the "Plan"), we have examined the following:
1. The Amended and Restated Articles of Incorporation and the
Amended and Restated Code of Regulations of the Company, each as
currently in effect;
2. The records relating to the organization of the Company and
such other records of corporate proceedings and such other documents as
we deemed it necessary to examine as a basis for the opinions
hereinafter expressed;
3. The Registration Statement on Form S-8 (including Exhibits
thereto); and
4. Copies of the Plan, and the records of the proceedings of
the Board of Directors and shareholders of the Company relating to the
adoption and approval thereof.
Based upon that examination, we are of the opinion that:
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Royal Appliance Mfg. Co.
Page 2
May 1, 2000
A. The Company is a corporation duly organized and validly
existing under the laws of the State of Ohio.
B. The Shares have been duly authorized and, when issued and
delivered pursuant to the Plan and in the manner contemplated by the
Registration Statement, will be validly issued, fully paid, and
non-assessable.
We hereby consent to the filing of this Opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name therein.
Very truly yours,
/s/ Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A.
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KAHN, KLEINMAN, YANOWITZ & ARNSON CO., L.P.A.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated March 7, 2000 relating to the
financial statements and financial statement schedule of Royal Appliance Mfg.
Co., which appear in Royal Appliance Mfg. Co.'s Annual Report on Form 10-K for
the three years in the period ended December 31, 1999.
PricewaterhouseCoopers LLP
/s/ PricewaterhouseCoopers LLP
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Cleveland, Ohio
April 27, 2000
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EXHIBIT 24.1
POWER OF ATTORNEY OF DIRECTORS AND OFFICERS
KNOW ALL MEN BY THESE PRESENTS, that Royal Appliance Mfg. Co., an Ohio
corporation and each of the undersigned Directors and/or officers of Royal
Appliance Mfg. Co. hereby constitutes and appoints Michael J. Merriman, Richard
G. Vasek, Marc H. Morgenstern, Michael A. Ellis and Deborah A. Weisman, and each
of them, their attorneys-in-fact and agents, with full power of substitution and
resubstitution, for and on behalf of Royal Appliance Mfg. Co. and the
undersigned Directors and/or officers of Royal Appliance Mfg. Co. and each of
such directors and/or officers, to execute the Royal Appliance Mfg. Co.
Registration Statement on Form S-8 relating to the Common Shares to be issued
under the Royal Appliance Mfg. Co. 1996 Key Executive Long Term Incentive Plan
and any and all documents and post-effective amendments thereto and to file the
same, with Exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting such attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and hereby ratifying and
confirming all that such attorneys-in-fact and agents or their substitutes may
do or cause to be done by virtue hereof.
This Power of Attorney of Royal Appliance Mfg. Co. and the Directors and/or
officers of Royal Appliance Mfg. Co. may be executed in multiple counterparts,
each of which shall be deemed an original with respect to the person executing
it.
IN WITNESS WHEREOF, this Power of Attorney has been signed this 1st day of
May, 2000.
/s/ Michael J. Merriman ROYAL APPLIANCE MFG. CO.
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Michael J. Merriman, President and Chief
Executive Officer and Director
By: /s/ Michael J. Merriman
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Michael J. Merriman, President
and Chief Executive Officer
/s/ Richard G. Vasek
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Richard G. Vasek,
Chief Financial Officer
/s/ R. Louis Schneeberger
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R. Louis Schneeberger,
Chairman of the Board
/s/ E. Patrick Nalley
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E. Patrick Nalley,
Director
/s/ John Rochon
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John Rochon,
Director
/s/ J.B. Richey
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J.B. Richey,
Director
/s/ Jack Kahl, Jr.
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Jack Kahl, Jr.,
Director
