<PAGE> 1
As filed with the Securities and Exchange Commission on June 23, 1998
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
(Containing a Reoffer Prospectus on Form S-3)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
SAFETY 1ST, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2836423
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
210 BOYLSTON STREET
CHESTNUT HILL, MASSACHUSETTS 02167
(617) 964-7744
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
1996 EMPLOYEE AND DIRECTOR
STOCK OPTION PLAN
(Full title of the Plan)
----------------------
Michael Lerner
Chief Executive Officer
Safety 1st, Inc.
210 Boylston Street
Chestnut Hill, Massachusetts 02167
(617) 964-7744
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Copies of communications to:
STANLEY CYGELMAN, ESQ.
KASSLER & FEUER
A PROFESSIONAL CORPORATION
101 ARCH STREET
BOSTON, MASSACHUSETTS 02110
(617) 439-3800
---------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ----------------------------------------------------------------------------------
Title of securities to Amount to Proposed Proposed Amount
be registered be maximum maximum of
registered offering aggregate registra
price per offering -tion
share price fee (1)
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 325,000 $ 7.25(2) $ 2,356,250.00 $ 695.09
value $0.01 per share
- ----------------------------------------------------------------------------------
Common Stock, par 24,700 $ 5.00(3) $ 123,500.00 $ 36.43
value $0.01 per share
- ----------------------------------------------------------------------------------
Common Stock, par 452,950 $ 6.00(3) $ 2,717,700.00 $ 801.72
value $0.01 per share
- ----------------------------------------------------------------------------------
Common Stock, par 21,100 $ 6.25(3) $ 131,875.00 $ 38.90
value $0.01 per share
- ----------------------------------------------------------------------------------
Common Stock, par 85,127 $ 6.36(3) $ 541,407.72 $ 159.72
value $0.01 per share
- ----------------------------------------------------------------------------------
Common Stock, par 58,801 $ 6.50(3) $ 382,206.50 $ 112.75
value $0.01 per share
- ----------------------------------------------------------------------------------
Common Stock, par 14,750 $6.625(3) $ 97,718.75 $ 28.83
value $0.01 per share
- ----------------------------------------------------------------------------------
Common Stock, par 175,000 $ 7.25(3) $ 1,268,750.00 $ 374.28
value $0.01 per share
- ----------------------------------------------------------------------------------
Common Stock, par 250,000 $ 7.63(3) $ 1,907,500.00 $ 562.71
value $0.01 per share
- ----------------------------------------------------------------------------------
Common Stock, par 17,367 $ 8.50(3) $ 147,619.50 $ 43.55
value $0.01 per share
- ----------------------------------------------------------------------------------
Common Stock, par 12,500 $ 8.63(3) $ 107,875.00 $ 31.82
value $0.01 per share
- ----------------------------------------------------------------------------------
Common Stock, par 20,000 $ 8.80(3) $ 176,000.00 $ 51.92
value $0.01 per share
- ----------------------------------------------------------------------------------
Common Stock, par 100 $ 8.88(3) $ 888.00 $ 0.26
value $0.01 per share
- ----------------------------------------------------------------------------------
Common Stock, par 20,000 $ 9.00(3) $ 180,000.00 $ 53.10
value $0.01 per share
- ----------------------------------------------------------------------------------
Common Stock, par 400 $ 9.75(3) $ 3,900.00 $ 1.15
value $0.01 per share
- ----------------------------------------------------------------------------------
Common Stock, par 21,130 $10.00(3) $ 211,300.00 $ 62.33
value $0.01 per share
- ----------------------------------------------------------------------------------
Common Stock, par 1,025 $10.50(3) $ 10,762.50 $ 3.17
value $0.01 per share
- ----------------------------------------------------------------------------------
Common Stock, par 50 $11.38(3) $ 569.00 $ 0.17
value $0.01 per share
- ----------------------------------------------------------------------------------
Total: 1,500,000 $10,365,821.97 $3,057.92
- ----------------------------------------------------------------------------------
</TABLE>
- ----------
(1) Calculated pursuant to Section 6(b).
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h), based upon $7.25, the average of the high
($7.50) and low ($7.00) price of Safety 1st, Inc.'s Common Stock, par value
$0.01, as reported on The Nasdaq Stock Market's National Market on June 17,
1998.
(3) Such shares are issuable, or have been issued, upon the exercise of
outstanding options with fixed exercise prices. Pursuant to Rule 457(h),
the aggregate offering price and the fee have been computed upon the basis
of the price at which the options may be exercised or have been exercised,
as the case may be.
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of Form S-8 and relates to the Registrant's Common Stock offered
pursuant to the Registrant's 1996 Employee and Director Stock Option Plan. This
Registration Statement also includes a Prospectus prepared in accordance with
the requirements of Part I of Form S-3, which relates to reoffers and resales by
certain of the Registrant's affiliates and one non-affiliate employee of the
Company of shares of the Registrant's Common Stock acquired upon exercise of
options granted pursuant to the 1996 Employee and Director Stock Option Plan.
<PAGE> 3
REOFFER PROSPECTUS
517,050 SHARES
SAFETY 1ST, INC.
COMMON STOCK
This Prospectus (this "Prospectus") relates to the reoffer and resale of an
aggregate of 517,050 shares (the "Shares") of Common Stock, par value $.01 per
share (the "Common Stock"), of Safety 1st, Inc. (the "Company" or the
"Registrant"). The Shares may be acquired, or have been acquired, by certain
officers and directors of the Company and others who may be deemed to be
"affiliates" of the Company (as defined in Rule 405 under the Securities Act of
1933, as amended (the "Securities Act"), as well as one non-affiliate employee
of the Company, all as identified herein (the "Selling Stockholders"), from time
to time upon exercise of stock options granted under the Company's 1996 Employee
and Director Stock Option Plan (the "1996 Employee and Director Plan"). The
Company may from time to time supplement and/or amend this Prospectus to cover
additional shares that underlie options granted to "affiliates" of the Company.
The Selling Stockholders have not advised the Company of any specific
plans for the distribution of the Shares, but it is anticipated that the Shares
may be offered by the Selling Stockholders, from time to time, primarily in
transactions on The Nasdaq Stock Market's National Market ("The Nasdaq Stock
Market"), although sales may also be made in negotiated transactions or
otherwise. See "Selling Stockholders" and "Plan of Distribution".
None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company. The Company has agreed to bear
all of the expenses incurred in connection with the registration of the Shares,
but all commissions or other fees payable to broker-dealers in connection with
any sale of the Shares will be borne by the Selling Stockholders or other party
selling such Shares.
The Common Stock of the Company is traded on The Nasdaq Stock Market
under the symbol "SAFT". On June 17, 1998, the last sale price for the
Common Stock as reported by The Nasdaq Stock Market was $7.0625 per share.
SEE "INVESTMENT CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN MATERIAL
FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON
STOCK OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 23, 1998.
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files periodic reports, proxy and information statements
and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy and information statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the regional offices of the Commission at 500 West Madison Street, Suite
1400, Chicago, Illinois 60661, and 7 World Trade Center, 13th Floor, New York,
New York 10048. Copies of such materials can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The Commission's Web
site address is http://www.sec.gov.
The Company has filed with the Commission a Registration Statement
(which term shall include all amendments, exhibits and schedules thereto) on
Form S-8 under the Securities Act with respect to the Shares offered hereby (the
"Registration Statement"). This Prospectus does not contain all the information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission, and to which
reference is hereby made. Statements made in this Prospectus as to the contents
of any document referred to are not necessarily complete. With respect to each
such document filed as an exhibit to the Registration Statement, reference is
made to the exhibit for a more complete description of the matter involved, and
each such statement shall be deemed qualified in its entirety by such reference.
The Registration Statement may be inspected at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and copies may be obtained therefrom at prescribed rates.
The Common Stock is quoted on The Nasdaq Stock Market. Reports, proxy
and information statements and other information concerning the Company can be
inspected at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended January 3, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the period
ended April 4, 1998.
2
<PAGE> 5
(c) The Company's Registration Statement on Form 10, filed with the
Commission on March 22, 1993, File No. 0-21404, under Section 12
of the Exchange Act, which contains a description of the
Company's Common Stock.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering shall be incorporated by reference into this
Prospectus and shall be deemed to be a part of this Prospectus from the date of
filing of such documents. Any statement contained in a document incorporated by
reference shall be deemed to be modified or superseded for all purposes to the
extent that a statement contained in this Prospectus or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference modifies or supersedes such statement.
The Company will provide, upon written or oral request, without charge
to each person to whom a copy of this Prospectus is delivered, a copy of any or
all of the documents which have been or may be incorporated in this Prospectus
by reference (except exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that this Prospectus incorporates). Requests for such copies
should be directed to Ms. Catherine Horton, Investor Relations, Safety 1st,
Inc., 210 Boylston Street, Chestnut Hill, Massachusetts 02167, Telephone Number
(617) 928-3149.
3
<PAGE> 6
THE COMPANY
The Company is a leading developer, marketer and distributor of juvenile
products. The Company believes that it has increased consumer awareness of child
safety issues and that its flagship brand name, Safety 1st(R), is closely
associated with child safety among consumers. The Company's first products --
the original yellow and black, diamond shaped Baby on Board and Child on Board
automobile window displays -- provided the Company with national attention and
distribution for its juvenile products. The Company has continually broadened
its line of safety products from basic items, such as outlet plugs and drawer
and cabinet locks, to safety gates, bed rails and balcony guards. The Company
believes that it is currently the leading supplier of child safety products in
the United States.
By capitalizing on the strength of its Safety 1st brand name, the
Company has expanded its product offerings into related categories. In 1987,
the Company began its successful expansion into the child care, convenience and
activity product categories, and now sells items such as baby monitors, walker
alternatives, activity gyms, bath seats, toddler cups, pacifiers, teethers,
gates, potty trainers, booster seats, infant health care items, bath
accessories, feeding products and travel accessories. In late 1993, the Company
introduced a new line of home security products, which includes locks, bolts
and latches for doors, windows and cabinets.
The Company believes that sales within the juvenile products industry
increased over the past several years because of the introduction of new
products and the increased marketing efforts of juvenile product manufacturers
combined with favorable demographic trends. Between 1989 and 1996 the Company
experienced significant growth with net sales increasing from $7.7 million to
$105.8 million. For the year ended January 3, 1998, the Company reported sales
of $105.0 million.
In 1996, the Company faced significant financial and operational
challenges and recorded a net loss of $44.8 million. The Company recognized
that its product offerings had exceeded a manageable level and included
products outside of its core competency. This, combined with the continual
expansion of the customer base, had led to additional complexity in all
operational aspects of the business, as well as a significant increase in
general and administrative expenses, and an increase in the Company's working
capital requirements. As a result, the Company evaluated its business strategy
and took the first steps to refocus its business on its traditional core
product lines, trade channels and customer base. An extensive analysis of each
product was conducted based on various criteria including certain sales,
quality, inventory turn, margin contribution and profitability objectives. The
analysis indicated that approximately 350 of the Company's 650 products did not
meet these criteria, and a strategic decision was made to eliminate these
products from the line. In addition, the Company took decisive steps to further
simplify operations with the reduction of package assortment options available
to a retailer for a given product, and decreasing the number of stock keeping
units (SKUs) from 2,300 to 600 at the end of 1996.
During 1997, the Company began to experience the positive effects of the
initiatives undertaken in 1996. With a much sharper focus, simplified business
practices, and a significantly reduced product line, the Company rebuilt its
operational structure and placed stronger emphasis on improved fiscal
management. By the end of the fiscal year, the Company had tightened expense
controls to achieve a meaningful reduction in selling, general and
administrative expenses, realized increased profit margins and had overhauled
its capital structure to increase strategic flexibility.
The Company currently distributes approximately 375 products to
approximately 2,500 customers, the largest among them being Wal-Mart,
Toys-R-Us, and Kmart. In 1997, point of sale data compiled by an independent
tracking firm, The NPD Group, Inc., indicated the Company had gained or
maintained leadership positions in virtually all of its core product
categories, including child safety products, infant health products, potty
seats, booster seats, bath tubs, bath accessories, nursery monitors,
alternative walkers, bath seats, and bed rails. The Company maintains its
belief that continued development of new, innovative, high quality products
which meet the Company's new profitability standards, combined with strong
brand name recognition and commitment to customer service, will continue to
enhance its image as a leader in the juvenile products market and facilitate
its continued growth in its core product categories.
The Company was incorporated in Massachusetts in March, 1984. The
Company's principal executive offices are located at 210 Boylston Street,
Chestnut Hill, Massachusetts 02167, and its telephone number is (617) 964-7744.
4
<PAGE> 7
INVESTMENT CONSIDERATIONS
Prospective investors should carefully consider the following investment
considerations, in addition to the other information appearing in or
incorporated by reference into this Prospectus, before purchasing Shares offered
by this Prospectus.
NEW PRODUCT INTRODUCTIONS. From its inception through 1995, the Company
experienced rapid growth, both in sales and product offerings. The growth of the
Company has been, and will continue to be, largely dependent upon the ability of
the Company to continue to introduce new products which will be accepted by the
market. However, as a result of the Company's product repositioning, there can
be no assurance that the Company will be able to attain a vigorous rate of
growth which it had experienced previously, that it will continue to generate
new product ideas which meet the Company's profit and return on investment
objectives or that new product introductions will be well received by the
market.
ABILITY TO IMPLEMENT NEW INFORMATION SYSTEM. The Company is in the
process of implementing a new, fully integrated enterprise-wide computer
information system. The ability of the company to improve the management of its
operations and working capital are dependent upon the timely and successful
implementation of this system. In addition, the new computer system is fully
compliant with Year 2000, whereas the current system used by the Company
requires modifications to become Year 2000 compliant. Any significant delay or
inability to adequately implement this system may have a material adverse
affect on the Company's business and its results of operations.
ABILITY TO MANAGE OPERATIONS AND FUTURE GROWTH. The Company's continued
success is also dependent upon its ability to manage the Company's repositioned
operation, which in turn will require it to continue to implement and improve
the operational and financial systems introduced in late 1996 and in 1997, and
to attract, train and retain qualified employees to meet the Company's needs
during its strategic repositioning and future anticipated growth. These demands
are expected to require additional management resources and the development of
additional expertise by existing management. The failure to manage its
operations effectively would have a material adverse effect on the company.
DEMAND FOR THE COMPANY'S PRODUCTS. The success of the Company's business
depends in large part on continued consumer demand for its juvenile and home
security products. Changes in consumer demand due to general economic weakness
or to less favorable child bearing demographics, among other factors, could have
a material adverse effect on the Company.
RELIANCE ON CONTRACT MANUFACTURERS: FOREIGN MANUFACTURING. The Company
does not own or operate its own manufacturing facilities. Manufacturing is
performed to the Company's specifications by over 20 manufacturers located in
the Far East, the United Kingdom, Canada and the United States. As a result of
not owning its own manufacturing facilities, the Company has less control over
the product manufacturing cycle necessary to bring products, both newly
introduced and existing products, to market. Failure of a third party
manufacturer to produce a product according to the Company's specifications or
to adhere to the Company's schedules may have a material adverse effect on the
Company's business and its results of operations.
Historically, the Company has derived over 50% of its sales from
products manufactured in the Far East, mainly in China. Obtaining its products
from foreign manufacturers subjects the Company to a number of additional risks,
including transportation delays and interruptions, political and economic
disruptions, the imposition of tariffs, quotas and other import or export
controls, currency fluctuations and changes in governmental policies,
particularly those affecting trade with China. Although, the Company continues
to explore alternative manufacturing sources outside of China, there can be no
assurance that the Company will be able to utilize alternative sources of supply
in a timely and cost effective manner.
In addition, because the Company relies largely on foreign
manufacturers, the Company is required to order products further in advance of
customer orders than would generally be the case if such products were
manufactured domestically. The risk of ordering products in this manner is
greater during the initial introduction of new products since it is difficult to
determine demand for such products.
DEPENDENCE ON MAJOR CUSTOMERS: CREDIT RISKS. The three largest customers
of the Company have historically accounted for approximately 50% of the
Company's net sales. A significant reduction of purchases by any of the
Company's largest customers could have a material adverse effect on the
Company's business. The uncertain environment in the retail industry could
jeopardize the business prospects of the Company's customers and impose
significant credit risks.
PRODUCT LIABILITY RISKS. The Company's juvenile products are used for
and by small children and infants. The Company's home security products, such as
the carbon monoxide detector, are intended for protection of health and safety
of individuals. The Company carries product liability insurance in amounts which
management deems adequate to cover risks associated with such use; however,
there can be no assurance that existing or future insurance coverage will be
sufficient to cover all product liability risks.
GOVERNMENT REGULATION. The Company's products are subject to the
provisions of the Federal Consumer Product Safety Act and the Federal Hazardous
Substances Act (the "Acts") and the regulations promulgated thereunder. The Acts
authorize the Consumer Product Safety Commission (the "CPSC") to protect the
public from products which present a substantial risk of injury. The CPSC can
require the repurchase or recall by the manufacturer of articles which are found
to be defective and impose fines or penalties on the manufacturer. Similar laws
exist in some states and cities and in other countries in which the Company
markets its products. Any recall of its products could have a material adverse
effect on the Company.
COMPETITION. The juvenile products and home security industries are
highly competitive and include numerous domestic and foreign competitors, some
of which are substantially larger and have greater financial and other resources
than the Company. The Company competes on the basis of product innovations,
brand name recognition, price, quality, customer service and breadth of product
line.
COST OF DEBT. Interest rate increases will have an adverse effect on the
Company's earnings.
INTERNATIONAL SALES AND EXPANSION. The Company is actively attempting
to expand its international sales. In 1997, international sales represented 19%
of the Company's revenue. To the extent that customers of the Company's products
pay for their purchases in U.S. dollars, currency fluctuations which favor the
U.S. dollar could have a material adverse effect on the Company's business and
its results of operations.
PREFERRED STOCK REDEMPTION: The holders of the Company's Series B
Preferred Stock have the right to require the Company to redeem the preferred
stock immediately under certain conditions, provided that the holders surrender
their ten-year warrants to purchase approximately 1,270,000 shares of Common
Stock. Upon such occurrence the Company may be in default under the provision of
its credit facility which prohibits the redemption of the preferred stock.
Failure to honor the redemption would result in a default under the terms of the
preferred stock.
5
<PAGE> 8
SHARES ELIGIBLE FOR FUTURE SALE. As of May 31, 1998, the Company had
a total of 7,231,122 shares of Common Stock outstanding, of which
3,170,971 shares are freely tradeable by persons other than "affiliates" of the
Company, without restrictions under the Securities Act. The remaining 4,060,151
shares are "restricted" securities within the meaning of Rule 144 under the
Securities Act ("Restricted Shares") and may not be sold unless they are
registered under the Securities Act or an exemption from registration (including
Rule 144) is available.
6
<PAGE> 9
Including the Shares offered hereby, as of May 31, 1998,
approximately 3,135,981 shares of the Company's Common Stock may be issued upon
exercise of currently outstanding options and warrants, as follows:
(i) Approximately 361,401 of such shares underlie options granted under the
Company's 1993 Incentive and Nonqualified Stock Option Plan (of which
approximately 338,201 are exercisable as of May 31, 1998).
(ii) Approximately 273,684 of such shares underlie options granted under
the Company's 1993-A Employee and Director Stock Option Plan (of which
approximately 250,010 are exercisable as of May 31, 1998).
(iii) Approximately 1,174,950 of such shares underlie options granted under
the 1996 Employee and Director Plan (of which approximately 549,821 are
exercisable as of May 31, 1998).
(iv) Approximately 37,600 of such shares underlie options granted under the
Company's 1996 Nonqualified Stock Option Plan (of which approximately 29,701 are
exercisable as of May 31, 1998).
(v) 20,000 of such shares underlie options granted outside of any plan to a
director of the Company (all of which are exercisable as of May 31, 1998).
(vi) 1,268,346 of such shares underlie warrants granted to BT Capital
Partners, Inc. and Bear, Stearns & Co. Inc., as more particularly described in
the Company's Report on Form 8-K filed with the Commission on August 6, 1997.
7
<PAGE> 10
No predictions can be made as to the effect, if any, that future sales
of shares, or the availability of shares for future sale, will have on the
market price prevailing from time to time. Sales of substantial amounts of
Common Stock, or the perception that such sales could occur, could adversely
affect prevailing market prices for the Common Stock.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares by
the Selling Stockholders.
SELLING STOCKHOLDERS
This Prospectus relates to the offering by the Selling Stockholders of
Shares acquired by the Selling Stockholders upon the exercise of options granted
under the 1996 Employee and Director Plan.
The following table sets forth (1) the name of each Selling
Stockholder, (2) the nature of any position, office or other material
relationship that the Selling Stockholder has or has had within the past three
years with the Company or any of its predecessors or affiliates, (3) the amount
of Common Stock owned by such Selling Stockholder prior to the offering and the
percentage of the outstanding Common Stock that such amount represents (if one
percent or more), (4) the amount to be offered for the Selling Stockholder's
account and (5) the amount and (if one percent or more) the percentage of the
Common Stock to be owned by such Selling Stockholder after completion of the
offering. The Shares are being registered to
8
<PAGE> 11
permit public secondary trading of the Shares, and the Selling Stockholders may
offer the Shares for resale from time to time. See "Plan of Distribution."
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
NAME OF POSITION, OFFICE OWNERSHIP OWNERSHIP
SELLING STOCKHOLDER OR MATERIAL PRIOR TO OFFERING NUMBER OF AFTER OFFERING
RELATIONSHIP ------------------- SHARES -------------------
Number of Percent BEING Number of Percent
Shares(1) OFFERED Shares(2)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Curt R. Feuer Director and 90,000(5) 1.23% 20,000 70,000 (4)
Clerk
- -----------------------------------------------------------------------------------------------------
Andrew C. Genor Treasurer and Chief 100,000 1.36% 100,000 0 0%
Financial Officer
- -----------------------------------------------------------------------------------------------------
Michael Lerner Director, 2,784,000 38.42% 20,000 2,764,000 38.39%
Chairman of the
Board of
Directors and
Chief Executive
Officer (3)
- -----------------------------------------------------------------------------------------------------
Stephen Orleans President of 50,850 (4) 40,000 10,850 (4)
Safety 1st Home
Products Canada, Inc.,
a Subsidiary of
the Company
- -----------------------------------------------------------------------------------------------------
Mark Owens Director 422,000 5.83% 12,000 410,000 5.67%
- -----------------------------------------------------------------------------------------------------
Richard Wenz President and Chief 325,000 4.30% 325,000 0 0%
Operating Officer
- -----------------------------------------------------------------------------------------------------
Gongwei Xie Employee 600 (4) 50 550 (4)
</TABLE>
- ----------
(1) Includes: (i) shares known by the Company to be owned by such Selling
Stockholder, based solely on stock transfer records of the Company as of
May 31, 1998; and (ii) shares underlying all options owned as of May 31,
1998, by such Selling Stockholder, irrespective of when such options are
exercisable.
(2) Assumes that none of the Selling Stockholders acquires additional shares of
Common Stock.
(3) Mr. Lerner served as the Company's President from the Company's
organization in 1984 to February, 1997.
(4) Less than one percent.
(5) Mr. Feuer also holds 150,000 shares as trustee of a trust, in which he has
sole voting and investment powers. Mr. Feuer has no pecuniary interest in,
and disclaims beneficial ownership of, the shares held in said trust.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell some or all of the Shares in
transactions involving broker/dealers, who may act as agent or acquire the
Shares as principal. Any broker/dealer participating in such transactions as
agent may receive a commission from the Selling Stockholders (and, if they act
as agent for the purchaser of such Shares, from such purchaser). Usual and
customary brokerage fees will be paid by the Selling Stockholders.
9
<PAGE> 12
Broker/dealers may agree with the Selling Stockholders to sell a specified
number of Shares at a stipulated price per Share and, to the extent such
broker/dealer is unable to do so acting as agent for the Selling Stockholders,
to purchase as principal any unsold Shares at the price required to fulfill the
respective broker/dealer's commitment to the Selling Stockholders.
Broker/dealers who acquire Shares as principals may thereafter resell such
Shares from time to time in transactions (which may involve cross and block
transactions and which may involve sales to and through other broker/dealers,
including transactions of the nature described above) in the over-the-counter
market, in negotiated transactions or otherwise, at market prices prevailing at
the time of sale or at negotiated prices, and in connection with such resales
may pay to or receive commissions from the purchasers of such Shares. The
Selling Stockholders also may sell some or all of the Shares directly to
purchasers without the assistance of any broker/dealer.
The Company is bearing all costs relating to the registration of the
Shares, provided that, any commissions or other fees payable to broker/dealers
in connection with any sale of the Shares will be borne by the Selling
Stockholders or other party selling such Shares.
The Selling Stockholders must comply with the requirements of the
Securities Act and the Exchange Act and the rules and regulations thereunder in
the offer and sale of the Shares. In particular, during such times as a Selling
Stockholder may be deemed to be engaged in a distribution of the Common Stock,
and therefore be deemed to be an underwriter under the Securities Act, such
Selling Stockholder must comply with Rules 10b-6 and 10b-7 under the Exchange
Act, as amended, and will, among other things:
(a) not engage in any stabilization activities in connection with
the Company's securities;
(b) furnish each broker/dealer through which Shares may be offered
such copies of this Prospectus, as amended from time to time, as
may be required by such broker/dealer; and
(c) not bid for or purchase any securities of the Company or attempt
to induce any person to purchase any securities of the Company
other than as permitted under the Exchange Act.
LEGAL MATTERS
The legality of the securities being offered hereby will be passed upon
for the Company by Kassler & Feuer, P.C., of Boston, Massachusetts. Curt R.
Feuer, a member of that firm, serves as Clerk and a Director of the Company. As
of May 31, 1998, Mr. Feuer owned options to purchase 90,000 shares of Common
Stock. As of such date, Mr. Feuer also held 150,000 shares as trustee of a trust
in which he has sole voting and investment powers. Mr. Feuer has no pecuniary
interest in, and disclaims beneficial ownership of, the shares held in said
trust.
10
<PAGE> 13
EXPERTS
The financial statements of the Company appearing in the Company's
Annual Report on Form 10-K for the year ended January 3, 1998, have been
audited by Grant Thornton LLP, independent certified public accountants, as set
forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
OTHER MATTERS
The Company's Restated Articles of Organization provide that the
Company's Directors shall not be liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except to the
extent that exculpation from liabilities is not permitted under the
Massachusetts Business Corporation Law.
Section 67 of Chapter 156B of the Massachusetts Business Corporation
Law, the Restated Articles of Organization and the Restated By-Laws of the
Company provide for the indemnification of the directors, officers, employees
and other agents of the Company, and certain other persons.
The Massachusetts Business Corporation Law also affords a Massachusetts
corporation the power to obtain insurance on behalf of its directors and
officers against liabilities incurred by them in those capacities. The Company
has procured a directors' and officers' liability and company reimbursement
liability insurance policy that (a) insures directors and officers of the
Company against losses (above a deductible amount) arising from certain claims
made against them by reason of certain acts done or attempted by such directors
or officers and (b) insures the Company against losses (above a deductible
amount) arising from any such claims, but only if the Company is required or
permitted to indemnify such directors or officers for such losses under
statutory or common law or under provisions of the Company's Restated Articles
of Organization or By-Laws.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
11
<PAGE> 14
No dealer, salesperson or 517,050
other individual has been
authorized to give any
information or make any
representations in
connection with this
offering other than those SAFETY 1st, INC.
contained in this
Prospectus and, if given
or made, such information
or representations must
not be relied upon as COMMON STOCK
having been authorized by
the Company. This
Prospectus does not
constitute an offer to
sell or a solicitation of --------------
an offer to buy any of the
securities in any PROSPECTUS
jurisdiction where, or to
any person to whom, it is --------------
unlawful to make such
offer or solicitation. The
delivery of this
Prospectus at any time
does not imply that
information herein is
correct as of any time
subsequent to its date.
- --------------------------
TABLE OF CONTENTS
Page
----
Available Information 2
Incorporation of Certain
Documents by Reference 2
The Company 4
Investment Considerations 5
Use of Proceeds 8 June 23, 1998
Selling Stockholders 8
Plan of Distribution 9
Legal Matters 10
Experts 11
Other Matters 11
<PAGE> 15
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The document(s) containing the information specified in this Item 1 will
be sent or given to participants in the 1996 Employee and Director Stock Option
Plan (the "1996 Employee and Director Plan"), as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities
Act"), and are not filed as part of this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
The document(s) containing the information specified in this Item 2 will
be sent or given to participants in the 1996 Employee and Director Plan, as
specified by Rule 428(b)(1) promulgated under the Securities Act, and are not
filed as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Safety 1st, Inc. (the "Company" or
"Registrant") with the Securities and Exchange Commission ("Commission") are
incorporated in this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 3, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the period ended April
4, 1998.
(c) The Company's Registration Statement on Form 10, filed with the
Commission on March 22, 1993, File No. 0-21404, under Section 12 of the Exchange
Act, which contains a description of the Company's Common Stock.
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 to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the Registration
Statement and to be part thereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities registered hereby will be passed upon for
the Company by Kassler & Feuer, P.C., of Boston, Massachusetts. Curt R. Feuer, a
member of that firm, serves as Clerk and a Director of the Company. As of
May 31, 1998, Mr. Feuer owned options to purchase 90,000 shares of the Company's
Common Stock. As of such date, Mr. Feuer also held 150,000 shares as trustee of
a trust in which he has sole voting and investment powers. Mr. Feuer has no
pecuniary interest in, and disclaims beneficial owership of, the shares held in
said trust.
Item 6. Indemnification of Directors and Officers.
The Company's Restated Articles of Organization provide that the Company's
Directors shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
exculpation from liabilities is not permitted under the Massachusetts Business
Corporation Law.
Section 67 of Chapter 156B of the Massachusetts Business Corporation Law,
the Restated Articles of Organization and the Restated By-Laws of the Company
provide for the indemnification of the directors, officers, employees and other
agents of the Company, and certain other persons.
The Massachusetts Business Corporation Law also affords a Massachusetts
corporation the power to obtain insurance on behalf of its directors and
officers against liabilities incurred by them in those capacities. The
<PAGE> 16
Company has procured a directors' and officers' liability and company
reimbursement liability insurance policy that (a) insures directors and officers
of the Company against losses (above a deductible amount) arising from certain
claims made against them by reason of certain acts done or attempted by such
directors or officers and (b) insures the Company against losses (above a
deductible amount) arising from any such claims, but only if the Company is
required or permitted to indemnify such directors or officers for such losses
under statutory or common law or under provisions of the Company's Restated
Articles of Organization or By-Laws.
See "Item 9, Undertakings" for a description of the Commission's
position regarding such indemnification provisions.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 The Registrant's Restated Articles of Organization (Exhibit to the
Registrant's Registration Statement on Form S-1 (No. 33-59016) filed
on March 4, 1993, as amended, and incorporated herein by reference)
4.2 Designation of Series B Preferred Stock of the Registrant
(Exhibit 4(c) to the Registrant's Annual Report on Form 10-K for the
year ended January 3, 1998, and incorporated herein by reference)
4.3 The Registrant's Restated By-laws (Exhibit to the Registrant's
Registration Statement on Form S-1 (No. 33-59016) filed on March 4,
1993, as amended, and incorporated herein by reference)
4.4 Specimen Stock Certificate of the Registrant's Common Stock
(Exhibit 4 to the Registrant's Report on Form 10-Q for the period
ended March 31, 1996, and incorporated herein by reference)
4.5 1996 Employee and Director Stock Option Plan (Exhibit A to Proxy
Statement for Annual Meeting of Stockholders held on May 28, 1997,
filed on April 28, 1997, and incorporated herein by reference)
5.1 Opinion of Kassler & Feuer, P.C.
23.1 Consent of Grant Thornton LLP
23.2 Consent of Counsel (included in the opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included on signature page 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
end of the estimated maximum offering range may be reflected
in the form
II-2
<PAGE> 17
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% 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) of this
section 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 section 13 or section 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 Section 15(d) of 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
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 Act
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 of controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
II-3
<PAGE> 18
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 Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE> 19
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 Newton, Commonwealth of Massachusetts, on the
23rd day of June, 1998.
SAFETY 1ST, INC.
By: /s/ Michael Lerner
---------------------------------------
Michael Lerner, Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Michael
Lerner his true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing he may deem necessary
or advisable to be done in connection with this Registration Statement, as fully
and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Michael Lerner Chief Executive Officer and June 23, 1998
- ------------------------ Director (Principal Executive
Michael Lerner Officer)
/s/ Richard E. Wenz President and Chief Operating June 23, 1998
- ------------------------ Officer
Richard E. Wenz
/s/ Andrew C. Genor Treasurer and Chief Financial June 23, 1998
- ------------------------ Officer (Principal Financial
Andrew C. Genor Officer and Principal
Accounting Officer)
/s/ Michael S. Bernstein Director June 23, 1998
- ------------------------
Michael S. Bernstein
/s/ Curt R. Feuer Director June 23, 1998
- ------------------------
Curt R. Feuer
/s/ Robert J. Drummond Director June 23, 1998
- ------------------------
Robert J. Drummond
</TABLE>
II-5
<PAGE> 20
/s/ Laurence S. Levy Director June 23, 1998
- ----------------------
Laurence S. Levy
/s/ Mark Owens Director June 23, 1998
- ----------------------
Mark Owens
/s/ James M. Dworkin Director June 23, 1998
- ----------------------
James M. Dworkin
/s/ John D. Howard Director June 23, 1998
- ----------------------
John D. Howard
II-6
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
- ------- ----------- ----
<S> <C>
4.1 The Registrant's Restated Articles of Organization (Exhibit to
the Registrant's Registration Statement on Form S-1 (No.
33-59016) filed on March 4, 1993, as amended, and incorporated
herein by reference)
4.2 Designation of Series B Preferred Stock of the Registrant
(Exhibit 4(c) to the Registrant's Annual Report on Form 10-K for
the year ended January 3, 1998, and incorporated herein by
reference)
4.3 The Registrant's Restated By-laws (Exhibit to the Registrant's
Registration Statement on Form S-1 (No. 33-59016) filed on
March 4, 1993, as amended, and incorporated herein by reference)
4.4 Specimen Stock Certificate of the Registrant's Common Stock
(Exhibit 4 to the Registrant's Report on Form 10-Q for the
period ended March 31, 1996, and incorporated herein by
reference)
4.5 1996 Employee and Director Stock Option Plan (Exhibit A to Proxy
Statement for Annual Meeting of Stockholders held on May 28, 1997,
filed on April 28, 1997, and incorporated herein by reference)
5.1 Opinion of Kassler & Feuer, P.C.
23.1 Consent of Grant Thornton LLP
23.2 Consent of Counsel (included in the opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included on signature page of the
Registration Statement)
</TABLE>
II-7
<PAGE> 1
EXHIBIT 5.1
-----------
KASSLER & FEUER
A PROFESSIONAL CORPORATION
COUNSELLORS AT LAW
101 ARCH STREET
BOSTON, MASSACHUSETTS 02110-1103
June 23, 1998
Safety 1st, Inc.
210 Boylston Street
Chestnut Hill, Massachusetts 01267
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (containing a Reoffer Prospectus on Form S-3) (the
"Registration Statement"), filed on even date with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended, for
the registration of 1,500,000 shares of common stock, $.01 par value (the
"Shares"), of Safety 1st, Inc. (the "Company") issuable under the Company's 1996
Employee and Director Stock Option Plan (the "Plan").
We have acted as counsel for the Company in connection with the Plan and
are familiar with the actions taken by the Company in connection therewith. For
purposes of this opinion we have examined the Registration Statement, the Plan,
and such other documents as we have deemed appropriate.
Based upon the foregoing, we are of the opinion that (i) the Company has
duly authorized the Shares and (ii) the Shares, when issued and sold in
accordance with the terms of the Plan, will be validly issued, fully paid and
non-assessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Kassler & Feuer, P.C.
KASSLER & FEUER, P.C.
<PAGE> 1
EXHIBIT 23.1
------------
To The Board of Directors
Safety 1st, Inc.
We have issued our reports dated February 27, 1998 (except for Note 3, as
to which the date is April 2, 1998) accompanying the consolidated financial
statements of Safety 1st, Inc. and subsidiaries appearing in the Annual Report
on Form 10-K for the year ended January 3, 1998, and the accompanying schedule
which are incorporated by reference in this Form S-8 (containing a Reoffer
Prospectus on Form S-3) Registration Statement. We consent to the incorporation
by reference in the Form S-8 (containing a Reoffer Prospectus on Form S-3)
Registration Statement of the aforementioned reports and to the use of our name
as it appears under the caption "Experts."
GRANT THORNTON LLP
/s/ Grant Thornton LLP
Boston, Massachusetts
June 22, 1998
