RIGHT START INC /CA
S-8, 1999-05-20
CATALOG & MAIL-ORDER HOUSES
Previous: CITRIX SYSTEMS INC, S-3, 1999-05-20
Next: RIGHT START INC /CA, S-8, 1999-05-20



     As filed with the Securities and Exchange Commission on May 19, 1999
                                                    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         (I.R.S. Employer Identification Number)
   Incorporation or Organization)

                       5388 Sterling Center Drive, Unit C
                       Westlake Village, California 91361
               (Address of Principal Executive Offices) (Zip Code)

                         1991 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the Plan)
                         ---------------------------

                               Mr. Jerry R. Welch
                      President and Chief Executive Officer
                       5388 Sterling Center Drive, Unit C
                       Westlake Village, California 91361
                     (Name and Address of Agent For Service)

                                (818) 707-7100
         Telephone Number, Including Area Code, of Agent for Service

                                   Copies to:
                            Kenneth J. Baronsky, Esq.
                       Milbank, Tweed, Hadley & McCloy LLP
                      601 South Figueroa Street, 30th Floor
                          Los Angeles, California 90017
                                 (213) 892-4000

                         CALCULATION OF REGISTRATION FEE

================================================================================

                                   Proposed        Proposed
    Title of      Amount to be      maximum        maximum        Amount of
 Securities to   registered (1)  Offering price    aggregate     registration
 be Registered                    per share (2)    offering        fee (2)
                                                   price (2)
================================================================================

 Common Stock,       12,500         $7.5625       $94,531.25       $27.00
  no par value
================================================================================

      (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. Reflects a one-for-two reverse stock split
         of the Common Stock which was effective as of December 15, 1998.

      (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 May 17, 1999.


<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 on Form S-8 relating to the  registration  of 125,000(1)
shares of Common Stock of the Registrant (File No. 33-57572) that was filed with
the  Commission  on January 28, 1993.  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,  as  amended,  prior to the  filing  of a  post-effective
amendment  which  indicates that all  securities  then offered have been sold or
which  deregisters  all  securities  remaining  unsold,  shall be  deemed  to be
incorporated by reference in this Registration  Statement and to be part thereof
from the date of filing of such documents with the Commission.



               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
          (as updated through the date of this Registration Statement)

     Each of the items required in Part II of the Registration  Statement remain
correct as of the date of the filing of this Registration Statement on Form S-8.

- ----------
(1) Reflects a one-for-two reverse stock split of the Registrant's Common
Stock which was effective as of December 15, 1998.

<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
19th day of May, 1999.


                                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.

        Signature                   Title                             Date
        ---------                   -----                             ----

/s/ Jerry R. Welch         Chairman of the Board, President        May 19, 1999
- ------------------------     and Chief Executive Officer
Jerry R. Welch               

/s/ Richard A. Kayne              Director                         May 19, 1999
- ------------------------
Richard A. Kayne

                                  Director                         ______, 1999
- ------------------------
Andrew D. Feshbach

/s/ Robert R. Hollman             Director                         May 19, 1999
- ------------------------
Robert R. Hollman

/s/ Fred Kayne                    Director                         May 19, 1999
- ------------------------
Fred Kayne
     
/s/ Howard M. Zelikow             Director                         May 19, 1999
- ------------------------
Howard M. Zelikow

/s/ Gina M. Engelhard          Chief Financial Officer             May 19, 1999
- ------------------------       (principal financial and
Gina M. Engelhard                 accounting officer)
                
                                  
                               



<PAGE>



                           EXHIBIT INDEX






Exhibit Number               Description
- --------------               -----------
      5             Opinion of Milbank, Tweed, Hadley & McCloy LLP.

      23.1          Consent of PricewaterhouseCoopers LLP.

      23.2          Consent of  Milbank,  Tweed,  Hadley & McCloy LLP
                       (included  in Exhibit 5).






                       Milbank, Tweed, Hadley & McCloy LLP
                      601 South Figueroa Avenue, 30th Floor
                          Los Angeles, California 90017
                              Phone: (213) 892-4000
                               Fax: (213) 629-5063


                                  May 19, 1999



The Right Start, Inc.
5388 Sterling Center Drive, Unit C
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 12,500 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 Plans 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 Plans and the  receipt by the  Company of
consideration  to be received by the Company  pursuant to the Plans,  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 in each instance.

                                Very truly yours,


                               /s/ Milbank, Tweed, Hadley & McCloy
LLP

KJB/EHS


                       CONSENT OF INDEPENDENT ACCOUNTANTS


     We hereby consent to the  incorporation  by reference in this  Registration
Statement on Form S-8 of our report  dated March 12, 1999,  except as to Note 3,
which  is as of  April  29,  1999,  relating  to the  financial  statements  and
financial  statement  schedule,  which appears in The Right Start, Inc.'s Annual
Report on Form 10-K for the year ended January 30, 1999.


/s/ Pricewaterhouse Coopers LLP

PRICEWATERHOUSECOOPERS LLP

Los Angeles, California
May 13, 1999




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission