<PAGE> 1
As filed with the Securities and Exchange Commission on October 8, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
SIGNATURE BRANDS USA, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-3635286
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
7005 Cochran Road
Glenwillow, Ohio 44139-4312
(Address of Principal Executive Offices, including Zip Code)
-------------------
SIGNATURE BRANDS USA, INC. 1997 STOCK OPTION
AND INCENTIVE PLAN
(Full Title of the Plan)
-------------------
Meeta Vyas
Vice-Chairman of the Board and Chief Executive Officer
Signature Brands USA, Inc.
7005 Cochran Road
Glenwillow, Ohio 44139-4312
(Name and Address of Agent for Service)
(440) 542-4200
(Telephone Number, including Area Code, of Agent for Service)
-------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share (1) price (1) fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 270,000 (2) $4.00 $1,080,000 $328.00
</TABLE>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the high and
low sales price of the Common Stock of Signature Brands USA, Inc. reported
on the Nasdaq National Market on October 3, 1997.
(2) The 270,000 Common Shares being registered are issuable upon exercise of
options to be granted pursuant to the Signature Brands USA, Inc. 1997 Stock
Option and Incentive Plan.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Signature Brands USA, Inc.,
formerly known as Health o meter Products, Inc., (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended September 29, 1996;
(2) The Company's Quarterly Reports on Form 10-Q for the fiscal
periods ended December 29, 1996, March 30, 1997, and June 29,
1997;
(3) The Company's Current Report on Form 8-K dated August 12,
1997; and
(4) The description of the Company's Common Stock, $.01 par value,
contained in the Registration Statement on Form 8-A filed with
the Commission pursuant to the Securities Exchange Act of 1934
(the "Exchange Act") for purposes of registering such
securities thereunder, as such Registration Statement may have
been amended from time to time.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all the securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents, other than the portions of such documents
which by statute, by designation in such document or otherwise, are not deemed
to be filed with the Commission or are not required to be incorporated herein by
reference.
Any statement contained in documents incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded, for purposes of this Registration Statement, to the
extent that a statement contained in this Registration Statement, or in any
other subsequently filed document that also is, or is deemed to be, incorporated
by reference in this Registration Statement, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law ("DGCL") empowers the Company to
indemnify, subject to the standards therein prescribed, any person in connection
with any action, suit or proceeding
II-2
<PAGE> 3
brought or threatened by reason of the fact that such person was a Director,
officer, employee or agent of the Company or is or was serving as such with
respect to another corporation at the request of the Company. In addition, the
DGCL authorizes corporations to limit or eliminate the personal liability of
directors to corporations and their stockholders for monetary damages for breach
of directors' fiduciary duty of care.
Article TENTH of the Company's Amended and Restated Certificate of
Incorporation (the "Certificate") provides that no Director of the Company will
be personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a Director, provided that such Article TENTH shall
not eliminate or limit the liability of a Director: (i) for breach of the
Director's duty of loyalty to the Company or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the DGCL; or (iv) for any
transaction from which such Director derived an improper personal benefit. The
Certificate provides that any repeal or modification of Article TENTH will not
affect any right or protection existing thereunder immediately prior to such
repeal or modification.
Section 10.1 of the Company's Amended and Restated By-laws (the
"By-laws") provides that the Company shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company), by
reason of the fact that such person is or was a Director, officer, employee or
agent of the Company, or who is or was serving at the request of the Company as
a Director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in the best interests of the Company, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. Section 10.2 of the By-laws provides that the Company shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Company to procure a judgment in its favor, by reason of the fact that such
person is or was a Director, officer, employee or agent of the Company, or who
is or was serving at the request of the Company as a Director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement such action
or suit if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company, and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Company unless and only to the extent that the Delaware Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
The Directors and officers of the Company are covered by insurance,
indemnifying them against certain civil liabilities, including liabilities under
the federal securities laws, which might be incurred by them in such capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-3
<PAGE> 4
ITEM 8. EXHIBITS.
See the Exhibit Index at Page E-1 of this Registration Statement.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8, or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Sections 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) or the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement
II-4
<PAGE> 5
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<PAGE> 6
SIGNATURES
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 Cleveland, State of Ohio, on this 8th day of
October, 1997.
SIGNATURE BRANDS USA, INC.
By: /s/ Meeta Vyas
----------------------------------------
Meeta Vyas
Vice-Chairman of the Board
and Chief Executive Officer
Pursuant to the Requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 8, 1997.
<TABLE>
<CAPTION>
SIGNATURES AND TITLES
---------------------
<S> <C>
/s/ Meeta Vyas /s/ S. Donald McCullough
---------------------------------------- ------------------------------------------
Meeta Vyas S. Donald McCullough
Vice-Chairman of the Board and President, Chief Operating Officer and
Chief Executive Officer Director
(Principal Executive Officer)
/s/ Steven M. Billick /s/ William P. Carmichael
---------------------------------------- ------------------------------------------
Steven M. Billick William P. Carmichael
Senior Vice President, Treasurer Director
and Chief Financial Officer
(Principal Financial and Accounting
Officer)
/s/ David A. Jones /s/ Thomas H. Lee
---------------------------------------- ------------------------------------------
David A. Jones Thomas H. Lee
Director Director
/s/ Robert W. Miller /s/ Scott A. Schoen
---------------------------------------- ------------------------------------------
Robert W. Miller Scott A. Schoen
Director Director
/s/ Thomas R. Shepherd /s/ Frank E. Vaughn
---------------------------------------- ------------------------------------------
Thomas R. Shepherd Frank E. Vaughn
Director Director
</TABLE>
II-6
<PAGE> 7
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------ -------------------
4.1 Amended and Restated Certificate of Incorporation of the
Company, as amended, is incorporated by reference to Exhibit
3.1 to the Company's Quarterly Report on Form 10-Q for the
fiscal period ended March 30, 1997.
4.2 Amended and Restated By-Laws of the Company, as amended, is
incorporated herein by reference to Exhibit 3.3 to the
Company's Registration Statement on Form S-1 (Reg. No.
33-80124).
4.3 Signature Brands USA, Inc. 1997 Stock Option and Incentive
Plan is incorporated by reference to Exhibit 10.21 to the
Company's Quarterly Report on Form 10-Q for the fiscal period
ended March 30, 1997.
5.1 Opinion of Calfee, Halter & Griswold LLP as to the validity
of the securities being offered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Calfee, Halter & Griswold LLP (included in Exhibit
5.1).
E-1
<PAGE> 1
EXHIBIT 5.1
October 8, 1997
Signature Brands USA, Inc.
7005 Cochran Road
Glenwillow, Ohio 44139-4312
We are familiar with the proceedings taken and proposed to be
taken by Signature Brands USA, Inc., a Delaware corporation (the "Company"),
with respect to 270,000 shares of Common Stock, $.01 par value (the "Shares"),
of the Company, to be offered and sold from time to time pursuant to the
Company's 1997 Stock Option and Incentive Plan (the "Plan"). As counsel for the
Company, we have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission to effect the registration of the Shares
under the Securities Act of 1933, as amended.
In this connection, we have examined such documents, records
and matters of law as we have deemed necessary or advisable to render the
opinion contained herein. Based upon our examination and inquiries, we are of
the opinion that the Shares, when issued and sold pursuant to the terms and
conditions of the Plan, will be duly authorized, validly issued, fully paid and
nonassessable.
This opinion is intended solely for your use in the
above-described transaction and may not be reproduced, filed publicly, or relied
upon by any other person for any purpose without the express written consent of
the undersigned.
The opinion expressed in this letter is limited to matters of
the Delaware General Corporation Law, and we express no view as to the effect of
any other law on the opinion set forth herein.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.
Very truly yours,
/S/ Calfee, Halter & Griswold LLP
---------------------------------
CALFEE, HALTER & GRISWOLD LLP
<PAGE> 1
Exhibit 23.1
The Board of Directors
Signature Brands USA, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Signature Brands USA, Inc. (formerly Health o meter Products, Inc.),
pertaining to the Signature Brands USA, Inc. 1997 Stock Option and Incentive
Plan, of our report dated December 3, 1996, relating to the consolidated balance
sheets of Health o meter Products, Inc. and subsidiary as of September 29, 1996
and October 1, 1995, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the years ended September 29, 1996 and
October 1, 1995, and for the nine-month period ended October 2, 1994, and all
related schedules which report appears in the September 29, 1996 annual report
on Form 10-K of Health o meter Products, Inc.
KPMG Peat Marwick LLP
Cleveland, Ohio
October 7, 1997
