<PAGE>
As filed with the Securities and Exchange Commission on February 13, 1997
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE RIGHT START, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA 95-3971414
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification Number)
5334 STERLING CENTER DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91361
(818) 707-7100
(Address, Including Zip Code, and Telephone Number, Including Area Code,)
of Registrant's Principal Executive Offices)
1991 EMPLOYEE STOCK OPTION PLAN
(Full title of Plan)
___________________________
MR. JERRY R. WELCH
CHIEF EXECUTIVE OFFICER
5334 STERLING CENTER DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91361
(818) 707-7100
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)
COPIES TO:
Kenneth J. Baronsky, Esq.
Milbank, Tweed, Hadley & McCloy
601 South Figueroa Street, 30th Floor
Los Angeles, California 90017
(213) 892-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed maximum Proposed maximum
Title of Securities to Amount to be Offering price per aggregate offering Amount of registration
be Registered registered (1) share (2) price (2) fee (2)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 200,000 $5.25 $1,050,000.00 $319.00
no par value
===============================================================================================================
</TABLE>
(1) There are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of operation of the anti-
dilution provisions of the 1991 Employee Stock Option Plan of the
Registrant described herein.
(2) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
proposed maximum offering price per share and the proposed maximum
aggregate offering price are estimated solely for purposes of
calculating the registration fee and are based upon the average of the
high and low prices of the Common Stock of the Registrant on the Nasdaq
National Market System on February 7, 1997.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement filed under the Securities Act of 1933 by The
Right Start, Inc. (the "Registrant") with the Securities and Exchange Commission
(the "Commission") hereby incorporates by reference the contents of the
Registration Statement relating to the registration of 250,000 shares of Common
Stock of the Company (File No. 33-57572) filed on January 27, 1993.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(AS UPDATED THROUGH THE DATE OF THIS REGISTRATION STATEMENT)
Item 5. Interests of Named Experts and Counsel
--------------------------------------
None.
<PAGE>
SIGNATURES
The Registrant. 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 Westlake Village, State of California, on this
13th day of February, 1997.
THE RIGHT START, INC.
By: /s/ Jerry R. Welch
-------------------------------------------
Name: Jerry R. Welch
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act, 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> <C>
/s/ Jerry R. Welch Chairman of the Board, February 13, 1997
- ------------------------- President
Jerry R. Welch and Chief Executive Officer
/s/ Richard A. Kayne Director February 13, 1997
- -------------------------
Richard A. Kayne
Director
- -------------------------
Andrew D. Feshbach
/s/ Robert R. Hollman Director February 13, 1997
- -------------------------
Robert R. Hollman
Director
- -------------------------
Fred Kayne
/s/ Howard M. Zelikow Director February 13, 1997
- -------------------------
Howard M. Zelikow
Director
- -------------------------
David Warnock
/s/ Gina M. Shauer Chief Financial Officer February 13, 1997
- ------------------------- (Principal Financial and
Gina M. Shauer Accounting Officer)
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
5 Opinion of Milbank, Tweed, Hadley & McCloy.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Milbank, Tweed, Hadley &
McCloy. (included in Exhibit 5).
</TABLE>
<PAGE>
EXHIBIT 5
Milbank, Tweed, Hadley & McCloy
601 South Figueroa Avenue, 30th Floor
Los Angeles, California 90017
Phone: (213) 892-4000
Fax: (213) 629-5063
February 13, 1997
The Right Start, Inc.
5334 Sterling Center Drive
Westlake Village, California 91361
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by you with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of 200,000 additional shares (the "Shares") of Common
Stock, no par value per share, of The Right Start, Inc. (the "Company") issuable
under the Company's 1991 Employee Stock Option Plan (the "Plan"). As your
counsel in connection with this transaction, we have examined copies, certified
to our satisfaction, of the Plan and such records of the Company as we have
deemed necessary as a basis for the opinion expressed below.
Based on these examinations, it is our opinion that upon the registration
of the Shares under the Securities Act, the issuance of the Shares in accordance
with the terms and conditions of the Plan and the receipt by the Company of
consideration to be received by the Company pursuant to the Plan, the Shares
will be legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement. This opinion is furnished to you in connection with the registration
of the Shares, is solely for your benefit and may not be relied upon by, nor
copies delivered to, any other person or entity without our prior written
consent.
Very truly yours,
/s/ Milbank, Tweed, Hadley & McCloy
------------------------------------
KJB/EHS
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 3, 1996 appearing on page F-1 of
The Right Start, Inc.'s Annual Report on Form 10-K for the year ended June 1,
1996.
/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP
Los Angeles, California
February 12, 1997
