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As filed with the Securities and Exchange Commission on August 2, 1996
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE FEMALE HEALTH COMPANY
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1144397
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
919 North Michigan Avenue
Suite 2208
Chicago, Illinois 60611
(Address of Principal Executive Offices) (ZIP CODE)
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THE FEMALE HEALTH COMPANY
1991 MANAGEMENT INCENTIVE PLAN
(Full title of the plan)
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Copy to:
O.B. PARRISH JAMES M. BEDORE, ESQ.
Chairman Reinhart, Boerner, Van Deuren,
Chief Executive Officer Norris & Rieselbach, s.c.
THE FEMALE HEALTH COMPANY 1000 North Water Street
919 North Michigan Avenue Milwaukee, Wisconsin 53202
Suite 2208
Chicago, Illinois 60611
(Name and address of agent for service)
312-280-2281
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Proposed Maximum
Title of Securities Maximum Aggregate Amount of
to be Amount to be Offering Price Offering Registration
Registered Registered Per Share Price (1) Fee
---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 130,000 shares $4.75(1) $617,500 $212.93
</TABLE>
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(1) The registration fee is calculated in accordance with Rule 457, based upon
the exercise price of $4.75 per share for each of the shares to be
purchased from the Registrant.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or
given to Plan participants as specified by Rule 428(b)(1) under the Securities
Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by The Female Health Company, a Wisconsin
corporation (the "Registrant") (Commission File No. 0-18849), with the
Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) The Company's final prospectus contained in its Form S-1 Registration
Statement dated June 18, 1996.
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated September 28,
1990, and any amendment or report filed for the purpose of updating
such description.
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 (the "1934
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently fled document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. See Item 3 above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
1
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's directors and officers are entitled to certain statutory
rights to be indemnified by the Registrant against certain liabilities and
expenses, provided the director or officer is either successful in the defense
of such litigation or is otherwise determined not to have engaged in willful
misconduct, knowingly violated a criminal law, failed to deal fairly with the
Registrant or its shareholders in connection with a matter in which the director
or officer had a material conflict of interest or derived an improper personal
benefit in the performance of his duties to the Registrant.
Article VIII of the Registrant's By-Laws contains provisions entitling
directors and officers of the Registrant to indemnification against certain
liabilities and expenses. Registrant's By-Laws are incorporated by reference in
Exhibit 3.2.
Directors and officers of the Registrant are covered by directors' and
officers' liability insurance under which they are insured (subject to certain
exceptions and limitations specified in the policy) against expenses and
liabilities arising out of proceedings to which they are parties by reason of
being or having been directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index following Signatures page in this Registration Statement,
which Exhibit Index is incorporated herein by reference.
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;
2
<PAGE>
(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;
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 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 of 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.
(h) Reference is made to the indemnification provisions referred to in
Item 6 of this Registration Statement.
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.
3
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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 Chicago, State of Illinois, on July 31st, 1996.
THE FEMALE HEALTH COMPANY
(Registrant)
By: /s/ O. B. Parrish
----------------------------------------------
O.B. Parrish
Chairman and Chief Executive Officer
_______________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, constitutes and appoints O.B. Parrish and William R. Gargiulo,
Jr., and each of them, as true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including post
effective amendments) 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 onto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
necessary to be done 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 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ O.B. Parrish Chairman of the Board, Chief Executive 7/31/96
____________________________ Officer, and Director (acting Principal
O.B. Parrish Financial Officer and acting Principal
Accounting Officer)
/s/ William R. Gargiulo, Jr. Vice President, Secretary and Director 7/31/96
____________________________
William R. Gargiulo, Jr.
/s/ Mary Ann Leeper, Ph.D. President and Chief Operating Officer 7/31/96
____________________________ and Director
Mary Ann Leeper, Ph.D.
/s/ David R. Bethune Director 7/31/96
____________________________
David R. Bethune
/s/ Stephen M. Dearholt Director 7/31/96
____________________________
Stephen M. Dearholt
</TABLE>
S-1
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THE FEMALE HEALTH COMPANY
(THE "REGISTRANT")
(COMMISSION FILE NO. 0-18849)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
INCORPORATED
EXHIBIT HEREIN FILED SEQUENTIAL
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH PAGE NO.
<C> <S> <C> <C> <C>
3.1 Restated Certificate of 1
Incorporation of the
Registrant
3.2 By-Laws of the Registrant 2
4.1 Restated Certificate of 1
Incorporation of the
Registrant
4.2 By-Laws of the Registrant 2
5 Opinion of Counsel X
23.1 Consent of Ernst & Young LLP, X
Independent Auditors
23.2 Consent of KPMG, Independent X
Auditors
23.3 Consent of Counsel Contained
in Opinion
filed as
Exhibit 5
24 Powers of Attorney Signatures Page
to Registration
Statement
</TABLE>
_______________________________
1 Incorporated herein by reference to the Company's Registration Statement on
Form S-18, Registration No. 33-35096, as filed with the Securities and
Exchange Commission on May 25, 1990.
2 Incorporated herein by reference to the Company's 1995 Form 10-K.
E-1
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STRATTEC SECURITY CORPORATION
April 11, 1996
Page 2
STRATTEC SECURITY CORPORATION
April 11, 1996
Page 2
Exhibit 5
E-2
<PAGE>
STRATTEC SECURITY CORPORATION
April 11, 1996
Page 2
The Female Health Company
July 22, 1996
Page ^1
The Female Health Company
July 22, 1996
Page ^1
E-3
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Exhibit 5
[LETTERHEAD REINHART BOERNER VAN DEUREN NORRIS & RIESELBACH, S.C.]
Attorneys at Law
July 22, 1996
The Female Health Company
919 North Michigan Avenue
Suite 2208
Chicago, IL 60611
Gentlemen:
We are providing this opinion in connection with the Registration Statement
of The Female Health Company, a Wisconsin corporation (the "Company"), on Form
S-8 (the "Registration Statement"), filed under the Securities Act of 1933, as
amended (the "Act"), with respect to the proposed issuance by the Company of up
to 130,000 shares of Company common stock, $.01 par value per share (the
"Shares"), pursuant to the provisions of The Female Health Company 1991
Management Incentive Plan (the "Plan").
We have examined (i) the Registration Statement, (ii) the Company's Amended
and Restated Articles of Incorporation and By-Laws, (iii) the Plan, (iv) the
corporate proceedings relating to the adoption of the Plan, the issuance of the
Shares and the organization of the Company, and (v) such other documents and
records as we have deemed necessary in order to render this opinion. In
rendering this opinion, we have relied as to certain factual matters on
certificates of officers of the Company and of state officials.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation existing under the laws of the State of
Wisconsin and, based solely on a certificate of the Secretary of State
of Wisconsin; (a) has filed with the Secretary of State during its
most recently completed report year the required annual report; (b) is
not the subject of a proceeding under Wisconsin Statutes Section
180.1421 to cause its administrative dissolution; (c) no determination
has been made by the Secretary of State that grounds exist for such
action; (d) no filing has been made with the Secretary of State of a
decree of dissolution with respect to the Company; and (e) Articles of
Dissolution of the Company have not been filed with the Secretary of
State.
<PAGE>
The Female Health Company
July 22, 1996
Page 2
2. The Shares, when issued as and for the consideration contemplated by
the Registration Statement and the Plan, will be validly issued, fully
paid and non-assessable by the Company, except as provided in
Wisconsin Statutes Section 180.0622(2)(b) as interpreted.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement. In giving this consent, we do not admit that we are "experts" within
the meaning of Section 11 of the Act, or that we come within the category of
persons whose consent is required by Section 7 of the Act.
Yours very truly,
REINHART, BOERNER, VAN DEUREN,
NORRIS & RIESELBACH, s.c.
BY /s/ James M. Bedore
James M. Bedore
<PAGE>
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to The Female Health Company 1991 Management Incentive
Plan of our reports dated November 10, 1995, except as to Notes 18 and 19 the
date of which is November 21, 1995, with respect to the consolidated financial
statements and schedules of The Female Health Company (formerly known as
Wisconsin Pharmacal Company, Inc.) as of September 30, 1994 and 1995 and for
each of the three years in the period ended September 30, 1995, included in its
Registration Statement (Form S-1; No. 333-3922) and related Prospectus dated
June 18, 1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Milwaukee, Wisconsin
July 22, 1996
<PAGE>
Exhibit 23.2
The Directors
Chartex Resources Limited
1 Sovereign Road
Coronation Road
London
NW10 7QP
22 July 1996
Dear Sirs
We consent to the use of our reports incorporated by reference in The Female
Health Company's Form S-8 registration statement in respect of the registration
of 130,000 shares and to the reference to our firm in that registration
statement.
Our reports dated 18 April 1996 contain an explanatory paragraph that states
that Chartex Resources Limited and its subsidiary has suffered recurring losses
from operations and has a net capital deficiency, which raise substantial doubt
about its ability to continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from the outcome of
that uncertainty.
Yours faithfully
KPMG
