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As filed with the Securities and Exchange Commission on November 16, 1999
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SAFETY 1ST, INC.
(Exact name of Registrant as specified in its charter)
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MASSACHUSETTS 04-2836423
(State of incorporation) (I.R.S. Employer Identification Number)
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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)
SAFETY 1ST, INC.--1993 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
SAFETY 1ST, INC.--1996 NONQUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
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MICHAEL I. 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)
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WITH A COPY TO:
STUART M. CABLE, P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MA 02109
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
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Title of Securities Being Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered(1) Offering Price Per Share Aggregate Offering Price Registration Fee
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Common Stock, par value 376,400 $2.88(2) $1,084,032(2) $1,113
$.01 per share 1,000 3.00(2) 3,000(2)
58,500 5.37(2) 314,145(2)
248,776 6.50(2) 1,617,044(2)
7,500 7.06(2) 52,950(2)
200 8.50(2) 1,700(2)
20,000 10.00(2) 200,000(2)
102,478 7.13(3) 730,669(3)
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(1) Plus such additional number of shares as may be issued in the event of
a stock dividend, stock split, split-up, recapitalization or other
similar event.
(2) This estimate is made pursuant to Rule 457(h) under the Securities Act
of 1933, as amended ("the Securities Act"), solely for purposes of
determining the registration fee and is based upon the price at which
outstanding options may be exercised.
(3) This estimate is based on the average of the high and low sales prices
of the Registrant's common stock as reported on the Nasdaq National
Market on November 12, 1999 pursuant to Rule 457(c) and (h) under the
Securities Act solely for purposes of determining the registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Safety 1st, Inc. (the "Company") hereby incorporates by reference the
documents listed in (a) through (d) below, which were previously filed with the
Securities and Exchange Commission (the "Commission").
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 2, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended April 3, 1999;
(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 3, 1999;
(d) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended October 2, 1999; and
(e) 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 Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which contains a description of the Company's Common
Stock.
In addition, all documents subsequently filed with the Commission 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 hereto which indicates that
all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 67 of the Massachusetts Business Corporation Law ("MBCL")
provides that a corporation may indemnify its directors, officers, employees and
other agents, and persons who serve at its request as directors, officers,
employees or other agents of another organization or who may serve at its
request in any capacity with respect to any employee benefit plan, to the extent
specified in or authorized by (i) its articles of organization, (ii) a by-law
adopted by the stockholders or (iii) a vote adopted by the holders of a majority
of the shares of stock entitled to vote on the election of directors.
The Company's Restated Articles of Organization, as amended (the
"Charter"), provide that each officer and director of the Company shall be
indemnified by the Company against all expenses incurred by such person in
connection with each proceeding in which such person is involved as a result of
such person's service as an officer or director of the Company or, at the
request of the Company, as a director, officer, employee or agent of any other
organization. No indemnification shall be provided to an officer or director
with respect to a matter as to which it shall have been adjudicated in any
proceeding that such person did not act in good faith in the reasonable belief
that his or her action was in the best interests of the Company. In the event
that a proceeding is compromised or settled so as to impose any liability or
obligation upon an officer or director or upon the Company, no indemnification
shall be provided to such officer or director with respect to a matter if the
Company has obtained an opinion of counsel that with respect to such matter the
officer or director did not act in good faith in the reasonable belief that his
or her action was in the best interests of the Company. To the extent authorized
by the Board of Directors or the stockholders, the Company may advance expenses
prior to the final disposition of a proceeding, upon receipt of an undertaking
by the officer or director to repay the amount of such indemnification if it
shall be established that such person is not entitled to indemnification by an
adjudication or by an opinion of counsel as provided above.
In addition, the Company's Charter provides 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 that such provisions shall not
eliminate the liability of a director (i) for any 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)
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for violations of Section 61 or Section 62 relating to liability for
authorizing illegal distributions and liability for certain loans or (iv) for
any transaction from which the director derived an improper personal benefit.
The Company has obtained a directors' and officers' liability insurance
policy that 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, 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
Charter or By-Laws.
The foregoing provisions and agreements may reduce the legal remedies
available to the Company and its stockholders against the Company's directors
and officers.
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.
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
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EXHIBITS
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5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto).
23.2 Consent of Grant Thornton LLP, independent certified public accountants.
24.1 Powers of Attorney (included on the signature page hereto).
99.1 1993 Incentive and Nonqualified Stock Option Plan (Incorporated by
reference to Exhibit 10.8 to the Company's Registration Statement on
Form S-1).
99.2 1996 Nonqualified Stock Option Plan (Incorporated by reference to
Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1996).
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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.
(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 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 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.
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(2) That, for the purpose of determining any liability
under the Securities Act, 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, each
filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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 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 Commission such indemnification is against
public policy as expressed in the Securities 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 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 and will be governed by
the final adjudication of such issue.
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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 Chestnut Hill, Commonwealth of Massachusetts, on
October 30, 1999.
SAFETY 1ST, INC.
By: /s/ Michael I. Lerner
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Name: Michael I. Lerner
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Safety 1st, Inc., hereby severally constitute and appoint Michael
I. Lerner, our true and lawful attorney-in-fact with full power to sign for us
and in our names in the capacities indicated below, the registration statement
filed herewith and any and all amendments to said registration statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable Safety 1st, Inc. to comply with the provisions of the
Securities Act of 1933 and all requirements of the Commission, hereby ratifying
and confirming our signatures as they may be signed by said attorneys to said
registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
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SIGNATURE CAPACITY DATE
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/s/ Michael I. Lerner Chief Executive Officer and Director October 30, 1999
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Michael I. Lerner
/s/ Michael S. Bernstein Executive Vice President and November 5, 1999
- ---------------------------------- Director
Michael S. Bernstein
/s/ Mark Owens Director October 28, 1999
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Mark Owens
/s/ John D. Howard Director October 30, 1999
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John D. Howard
/s/ Frank Haydu Director October 30, 1999
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Frank Haydu
/s/ Joseph S. Driscoll Chief Financial Officer November 8, 1999
- ---------------------------------- (Principal Accounting Officer)
Joseph S. Driscoll
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
hereto).
23.2 Consent of Grant Thornton LLP, independent certified public
accountants.
24.1 Powers of Attorney (included on the signature page hereto).
99.1 1993 Incentive and Nonqualified Stock Option Plan (Incorporated
by reference to Exhibit 10.8 to the Company's Registration
Statement on Form S-1).
99.2 1996 Nonqualified Stock Option Plan (Incorporated by reference
to Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1996).
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Exhibit 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
November 15, 1999
Safety 1st, Inc.
210 Boylston Street
Chestnut Hill, Massachusetts 02167
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant
to the Securities Act of 1933, as amended (the "Act"), of 814,854 shares of
Common Stock, par value $.01 per share (the "Shares"), of Safety 1st, Inc., a
Massachusetts corporation (the "Company").
In connection with rendering this opinion, we have examined the
Restated Articles of Organization and Restated By-Laws of the Company, each as
amended through the date hereof; such records of the corporate proceedings of
the Company as we deemed material; a registration statement on Form S-8 under
the Act relating to the Shares (the "Registration Statement"); the Safety 1st,
Inc. 1993 Incentive and Nonqualified Stock Option Plan and the Safety 1st, Inc.
1996 Nonqualified Stock Option Plan (collectively, the "Option Plans"); and such
other certificates, receipts, records and documents as we considered necessary
for the purposes of this opinion. In our examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as certified, photostatic or
facsimile copies, the authenticity of the originals of such copies and the
authenticity of telephonic confirmations of public officials and others. As to
facts material to our opinion, we have relied upon certificates or telephonic
confirmations of public officials and certificates, documents, statements and
other information of the Company or representatives or officers thereof.
We are attorneys admitted to the practice of law in the Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America and the Commonwealth of
Massachusetts.
Based upon the foregoing, we are of the opinion that under the
Massachusetts Business Corporation Law, when the Shares have been issued and
paid for in accordance with the terms of the Option Plans, the Shares will be
legally issued, fully paid and nonassessable shares of Common Stock.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Act and applicable requirements of state laws
regulating the offer and sale of securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours
/s/ Goodwin, Procter & Hoar LLP
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GOODWIN, PROCTER & HOAR LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated February 12, 1999 accompanying the consolidated
financial statements of Safety 1st, Inc. and subsidiaries appearing in the
Annual Report on Form 10-K and accompanying schedule for the fiscal year ended
January 2, 1999 which are incorporated by reference in this Form S-8
Registration Statement. We consent to the incorporation by reference in this
Form S-8 Registration Statement of the aforementioned reports.
/s/ GRANT THORNTON LLP
Boston, Massachusetts
November 15, 1999
