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)
1995 NON-EMPLOYEE DIRECTORS 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, 62,500 $7.5625 $472,656.25 $132.00
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 1995 Non-Employee Directors 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 62,500(1)
shares of Common Stock of the Registrant (File No. 333-21747) that was filed
with the Commission on February 13, 1997. 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 remains
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 62,500 shares (the "Shares") of Common Stock, no par
value per share, of The Right Start, Inc. (the "Company") issuable under the
Company's 1995 Non-Employee Directors 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
