As filed with the Securities and Exchange Commission on June 5, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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 (I.R.S. Employer
of Incorporation or Organization) Identification Number)
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
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Title of Amount to Proposed Proposed Amount
Securities be maximum maximum of
to be Registered registered(1) Offering price aggregate registration
per Share(2) offering price(2) fee(2)
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Common Stock, 25,000 $ 3.9063 $97,657.50 $26
no par value
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(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 30, 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 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, including, without limitation, the
Registrant's Form 10-K/A for the fiscal year ended January 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
28th day of April, 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.
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Signature Title Date
======================================================================
/s/ Jerry R. Welch Chairman of the Board, April 28, 2000
---------------------- President and Chief
Executive Officer
/s/ Richard A. Kayne Director April 28, 2000
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/s/ Andrew D. Feshbach Director April 28, 2000
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/s/ Robert R. Hollman Director April 28, 2000
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/s/ Fred Kayne Director April 28, 2000
-----------------------
/s/ Howard M. Zelikow Director April 28, 2000
-----------------------
/s/ Gina M. Engelhard Chief Financial Officer April 28, 2000
----------------------- (principal financial and
accounting officer)
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
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5 Opinion of Milbank, Tweed, Hadley & McCloy LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Milbank, Tweed, Hadley & McCloy LLP (included in
Exhibit 5)
