As filed with the Securities and Exchange Commission on October 29, 1996
Registration Statement No. 33-
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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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LITTLE SWITZERLAND, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
66-0476514
(I.R.S. Employer Identification No.)
161-B CROWN BAY CRUISE SHIP PORT
ST. THOMAS U.S.V.I. 00802
(Address of principal executive offices)
LITTLE SWITZERLAND, INC.
1991 STOCK OPTION PLAN
(Full title of the plan)
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RONALD J. LATAILLE
Vice President and Chief Financial Officer
LITTLE SWITZERLAND, INC.
161-B Crown Bay Cruise Ship Port
St. Thomas U.S.V.I. 00802
(Name and address of agent for service)
(809) 776-2010
(Telephone number, including area code, of agent for service)
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Copies to:
RICHARD E. FLOOR, P.C.
KEVIN M. DENNIS, ESQ.
GOODWIN, PROCTER & HOAR LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
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Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered (1) Per Share Offering Price Fee
- ---------- -------------- --------- -------------- ------------
Common Stock, 300,000 $3.50(2) $1,050,000.00 $318.18
$0.01 par value 100,000 $4.375(3) $437,500.00 $132.58
-------------- --------- -------------- ------------
Total 400,000 -- $1,487,500.00 $450.76
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(1) This Registration Statement also relates to such additional number of
shares of Common Stock of the registrant as may be issuable as a result
of a stock dividend, stock split, split-up, recapitalization or other
similar event.
(2) This estimate is made pursuant to Rule 457(h) under the Securities Act
OF 1933, as amended, solely for purposes of determining the
registration fee and is equal to the price at which outstanding options
may be exercised.
(3) This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act OF 1933, as amended, solely for purposes of determining
the registration fee and is equal to the average of the high and low
sales prices of the Common Stock as reported on the NASDAQ National
Market System on October 21, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
This Registration Statement ON Form S-8 relates to shares of the Common
Stock, par value $.01 per share (thE "Common Stock"), of Little Switzerland,
Inc. (the "Registrant"), which may be issued under the Registrant's 1991 Stock
Option Plan (the "Plan"). Pursuant to General Instruction E of Form S-8, the
Registrant hereby incorporates by reference the contents of the Registrant's
Registration Statement on Form S-8 (No. 33-46656) as previously filed with the
Securities and Exchange Commission on March 25, 1992, covering 500,000 shares of
Common Stock that may be issued pursuant to the Plan. This Registration
Statement is being filed to register an additional 400,000 shares of the
Registrant's Common Stock subject to issuance under the Plan.
ITEM 8. EXHIBITS.
The exhibits listed in the accompanying Exhibit Index are filed and
Incorporated by reference as part of this Registration Statement.
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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, on the Island of St. Thomas, United States Virgin Islands, on
this 29th day of October, 1996.
LITTLE SWITZERLAND, INC.
BY:/S/ JOHN E. TOLER, JR.
John E. Toler, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Each person whose signature appears below constitutes and appoints John E.
Toler, Jr. and Ronald J. Lataille, and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities to sign any or all amendments
or 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 unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and 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.
SIGNATURE TITLE DATE
/S/ John E. Toler, Jr. President, Chief Executive October 29, 1996
John E. Toler, Jr. Officer and Director
/S/ Ronald J. Lataille Chief Financial Officer, October 29, 1996
Ronald J. Lataille Vice President and
Treasurer (Principal
Financial and Accounting
Officer)
/S/ C. William Carey Chairman of the Board October 29, 1996
C. William Carey and Director
/S/ Francis X. Correra Director October 29, 1996
Francis X. Correra
/S/ Timothy B. Donaldson Director October 29, 1996
Timothy B. Donaldson
/S/ Ilene B. Jacobs Director October 29, 1996
Ilene B. Jacobs
/S/ Kenneth W. Watson Director October 29, 1996
Kenneth W. Watson
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
5.1 Opinion of Goodwin, Procter & Hoar LLP as
to the legality of the securities being registered
23.1 Consent of Counsel (included in
Exhibit 5.1 hereto)
23.2 Consent of Arthur Andersen LLP, Independent
Public Accountants
24.1 Powers of Attorney (included in signature page
of this Registration Statement)
99.1 Amendment No. 1 to Little Switzerland, Inc.
1991 Stock Option Plan
324493.c1
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EXHIBIT 5.1
324569.c1
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GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
October 29, 1996
Little Switzerland, Inc.
161-B Crown Bay Cruise Ship Port
St. Thomas, U.S.V.I. 00802
RE: LITTLE SWITZERLAND, INC. 1991 STOCK OPTION PLAN
Dear Ladies and Gentlemen:
This opinion is furnished in connection with the registration pursuant to
the Securities Act OF 1933, as amended (The "Act"), of 400,000 additional shares
(the "Shares") of Common Stock, par value $.01 per share (the "Common Stock"),
of Little Switzerland, Inc. (the "Company"), which may be issued upon the
exercise of options granted under the Company's 1991 Stock Option Plan (the
"Plan").
We have acted as counsel to the Company in connection with the Registration
of the Shares under the Act. We have examined the Amended and Restated
Certificate of Incorporation and the Amended and Restated By-laws oF the
Company, each as amended to date; such records of the corporate proceedings of
the Company as we have deemed material; a Registration STatement on Form S-8
under the Act relating to the Shares (the "Registration Statement"); and such
other certificates, receipts, records and documents as we have considered
necessary for the purposes of this opinion.
We are attorneys admitted to practice in the Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America and the Commonwealth of Massachusetts.
Based upon the foregoing, we are of the opinion that upon the issuance and
delivery of, and payment for, the Shares in accordance with the terms of the
Registration Statement, the Plan and the option agreements under the Plan, the
shares will be legally issued, fully paid and non-assessable shares of the
Company's Common Stock.
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Little Switzerland, Inc.
October 29, 1996
Page 2
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Act and applicable requirements of state laws regulating
the offer and sale of securities. The foregoing further assumes that the
purchase price paid for the Shares is in excess of the par value thereof.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced registration statement and to the use of our name therein.
Very truly yours,
/s/Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
324567.c1
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EXHIBIT 23.2
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ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports and to all references to
our Firm included in or made a part of this registration statement.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
October 25, 1996
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EXHITIT 99.1
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EXHIBIT A
AMENDMENT NO. 1
TO
LITTLE SWITZERLAND, INC.
1991 STOCK OPTION PLAN
Dated as of November 1, 1995
W I T N E S S E T H
WHEREAS, the Little Switzerland, Inc. 1991 Stock Option Plan (the "Plan")
relates to 500,000 shares of common stock, par value $.01 per share, of Little
Switzerland, Inc.;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 3(a) of the Plan is hereby amended as follows:
The second sentence of section 3(A) is hereby deleted and
replaced in its entirety with:
"The total number of shares that may be
issued pursuant to options granted under the Plan
shall not exceed an aggregate of 900,000 shares of
Common Stock."
2. As amended hereby the Plan shall continue in full force and effect.
280798.c2
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