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As filed with the Securities and Exchange Commission on February 25, 1999 Reg.
No. 333
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SALTON, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-3777824
(State of Incorporation) (I.R.S. Employer Identification No.)
550 Business Center Drive
Mount Prospect, Illinois 60056
(Address and Zip Code of Principal Executive Offices)
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SALTON, INC. 1998 STOCK OPTION PLAN
SALTON, INC. EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plans)
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William B. Rue
President and Chief Operating Officer
Salton, Inc.
550 Business Center Drive
Mount Prospect, Illinois 60056
(Name, Address, and Telephone Number of Agent For Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 700,000 shares $30.6875 $21,481,250 $5,972
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</TABLE>
(1) Represents the maximum number of shares of Common Stock that may be
offered pursuant to this Registration Statement, consisting of (i)
600,000 shares issuable pursuant to the Salton, Inc. 1998 Stock Option
Plan, and (ii) 100,000 shares issuable pursuant to the Salton, Inc.
Employee Stock Option Plan. In the event of a stock split, stock
dividend, or similar transaction involving the Common Stock, in order
to prevent dilution, the number of shares of Common Stock registered
hereby shall be automatically increased to cover the additional shares
of Common Stock in accordance with Rule 416 under the Securities Act of
1933, as amended ("Securities Act").
(2) Calculated pursuant to Rules 457(h)(1) and 457(c) based on the average
of the high and low prices reported for the Registrant's common stock
on the Nasdaq Stock Market on February 22, 1999. Estimated solely for
the purpose of calculating the registration fee in accordance with Rule
457 under the Securities Act.
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EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Salton, Inc. (the
"Company") are incorporated in this Registration Statement on Form S-8 (the
"Registration Statement") by reference:
(a) The Company's Annual Report on Form 10-K with respect to the fiscal
year ended June 27, 1998 (the "1998 10-K") filed by the Company with
the Securities and Exchange Commission (the "Commission") on September
25, 1998, as amended by the amendment to the 1998 10-K filed with the
Commission on October 21, 1998.
(b) All other reports filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") since June 27, 1998.
(c) The description of the Company's Common Stock under the caption
"Description of Capital Stock" on pages 33 to 35 of the prospectus
forming a part of the Registration Statement on Form S-1 (Reg. No.
33-42097) under the Securities Act of 1933, as amended, declared
effective by the Commission on October 19, 1991.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered hereunder have been
sold or which deregisters all of the securities offered then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
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EXPERTS
The financial statements as of June 27, 1998 and June 28, 1997 and for each
of the three years in the period ended June 27, 1998 and the related financial
statement schedules incorporated in this registration statement by reference
from the Company's Annual Report on Form 10-K have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.
ITEM 4: DESCRIPTION OF SECURITIES
Not applicable.
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ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL"), inter alia,
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such persons against expenses (including attorneys' fees) actual
and reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit by or in the right of the
corporation if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the shareholders or disinterested directors or by
independent legal counsel in a written opinion that indemnification is proper
because the indemnitee has met the applicable standard of conduct. The
Certificate of Incorporation of the Company provides that directors and officers
shall be indemnified as described above in this paragraph to the fullest extent
permitted by the DGCL; provided, however, that any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person shall be indemnified only if such proceeding (or part thereof) was
authorized by the board of directors of the Company.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in such capacity,
or arising out of his status as such, whether or not the corporation would
otherwise have the power to indemnify him under Section 145.
The Charter provides that, to the fullest extent permitted by the DGCL, no
director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Section 102(b)(7) of the DGCL currently provides that such provisions do not
eliminate the liability of a director (i) for a breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL (relating to the declaration of
dividends and purchase or redemption of shares in violation of the DGCL), or
(iv) for any transaction from which the director derived an improper personal
benefit. Reference is made to the Company's charter and by-laws filed as
Exhibits 4.3 and 4.2 hereto, respectively.
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The Company maintains directors' and officers' liability insurance policies
covering certain liabilities of persons serving as officers and directors and
providing reimbursement to the Company for its indemnification of such persons.
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8: EXHIBITS
Exhibit
Number Description of Exhibit
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4.1 Form of specimen certificate representing the Company's Common Stock.
Incorporated by reference to the Company's Registration Statement on
Form S-1 (Registration No. 33-42097).
4.2 By-Laws of the Company. Incorporated by reference to the Company's
Registration Statement on Form S-1 (Registration No. 33-42097).
4.3 Restated Certificate of Incorporation of the Company. Incorporated by
reference to the Company's Registration Statement on Form S-1
(Registration No. 33-42097).
5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney (on signature page)
ITEM 9. UNDERTAKINGS
(a) Rule 415 Offering. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(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;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under 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) Incorporation of Subsequent Exchange Act Documents by Reference.
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The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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.
(h) Form S-8 Registration Statement.
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Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the 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 Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Mount Prospect, Illinois on February 22, 1999.
SALTON, INC.
By: /s/ Leonhard Dreimann
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Leonhard Dreimann
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Leonhard Dreimann, David Sabin and William B. Rue
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
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 or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact, and each of them, and agents or
their substitutes 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 indicated on the 22nd day of February, 1999.
Signature
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/s/ Leonhard Dreimann
- ---------------------------- Chief Executive Officer and Director
Leonhard Dreimann (Principal Executive Officer)
/s/ John Thompson Chief Financial Officer (Principal
- ---------------------------- Accounting and Financial Officer)
John Thompson
/s/ William B. Rue President, Chief Operating Officer, and Director
- ----------------------------
William B. Rue
/s/ David C. Sabin Director
- ----------------------------
David C. Sabin
/s/ Frank Devine Director
- ----------------------------
Frank Devine
/s/ Bert Doornmalen Director
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Bert Doornmalen
Director
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Robert A. Bergmann
Director
- ----------------------------
Bruce G. Pollack
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INDEX TO EXHIBITS
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Exhibit
Number Description of Exhibit
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5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
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EXHIBIT 5.1
February 23, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Ladies and Gentlemen:
A Registration Statement on Form S-8 (the "Registration Statement") is
being filed on or about the date of this letter with the Securities and Exchange
Commission to register shares of common stock, par value $.01 per share (the
"Shares"), of Salton, Inc. (the "Company") which may from time to time be
offered by the Company in connection with the Salton, Inc. 1998 Stock Option
Plan (the "Option Plan") and the Salton, Inc. Employee Stock Option Plan (the
"Employee Plan" and collectively with the Option Plan, the "Plans"). This
opinion is delivered in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act of 1933, as amended.
We have acted as counsel to the Company in connection with the Registration
Statement. In rendering this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the corporate records of the Company, including its Restated Certificate of
Incorporation, as amended, its By-Laws, and minutes of directors' and
stockholders' meetings, and such other documents (including the Plans), which we
have deemed relevant or necessary as the basis for the opinion as hereinafter
set forth.
We have assumed the legal capacity of all natural persons, the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies and the authenticity of the originals of such
latter documents. In making our examination of documents executed by parties
other than the Company, we have assumed that such parties had the power,
corporate or otherwise, to enter into and to perform their respective
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or otherwise, and the execution and delivery by such
parties of such documents and the validity and binding effect thereof. As to any
facts material to the opinion expressed herein, we have relied upon oral or
written statements and representations of officers and other representatives of
the Company and others.
<PAGE> 2
Securities and Exchange Commission
February 23, 1999
Page 2
Based upon and subject to the foregoing, it is our opinion that the Shares
that will be originally issued under the Plans, when issued pursuant to, and in
accordance with, the applicable Plan, will be validly issued, fully paid and
non-assessable.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/ Neal Aizenstein
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Salton, Inc. (formerly, Salton/Maxim Housewares, Inc.) on Form S-8 of our
report dated September 3, 1998, appearing in the Annual Report on Form 10-K of
the Company for the year ended June 27, 1998, and to the reference to us under
the heading "Experts" in the Prospectus, which is part of this Registration
Statement.
Chicago, Illinois
February 23, 1999
