As filed with the Securities and Exchange Commission on September 13, 2000
Registration No. 333-_____
UNITED STATES
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
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(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
<TABLE>
<CAPTION>
===========================================================================================
Proposed maximum Proposed maximum
Title of Amount to be offering price per Aggregate Amount of
Securities to registered (1) share (2) offering registration
be Registered Price (2) fee (2)
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 150,000 $3.4375 $515,625.00 $138
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. 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 September 7, 2000.
<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 125,0001
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, including, without limitation, the
Registrant's Form 10-K/A for the fiscal year ended January 29, 2000 and Forms
10Q for the fiscal quarters ended April 29, 2000 and July 29, 2000, 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.
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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
12th day of September, 2000.
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, September 12, 2000
----------------------- President and Chief
Jerry R. Welch Executive Officer
/s/ Richard A. Kayne Director September 12, 2000
-----------------------
Richard A. Kayne
/s/ Andrew D. Feshbach Director September 12, 2000
-----------------------
Andrew D. Feshbach
/s/ Robert R. Hollman Director September 12, 2000
-----------------------
Robert R. Hollman
/s/ Fred Kayne Director September 12, 2000
-----------------------
Fred Kayne
/s/ Howard M. Zelikow Director September 12, 2000
-----------------------
Howard M. Zelikow
/s/ Raymond P. Springer Chief Financial Officer September 12, 2000
----------------------- (principal financial and
Raymond P. Springer accounting officer)
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
5 Opinion of Milbank, Tweed, Hadley & McCloy LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Milbank, Tweed, Hadley & McCloy LLP.
(included in Exhibit 5)
