<PAGE> 1
As filed with the Securities and Exchange Commission on June 7, 1996
REGISTRATION NO. 333-_____
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________
SAFESKIN CORPORATION
(Exact name of registrant as specified in its charter)
_____________
FLORIDA 59-2617525
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12671 HIGH BLUFF DRIVE, BUILDING B
SAN DIEGO, CALIFORNIA 92130
(Address of principal executive offices, including zip code)
_____________
SAFESKIN CORPORATION AMENDED AND RESTATED EQUITY COMPENSATION PLAN
(Full title of the plan)
_____________
Richard Jaffe
Chairman of the Board, President
and Chief Executive Officer
Safeskin Corporation
12671 High Bluff Drive, Building B
San Diego, California 92130
(Name and address of agent for service)
(619) 457-1414
(Telephone number, including area code, of agent for service)
Copy To:
John S. Fletcher, Esq.
Morgan, Lewis & Bockius LLP
5300 First Union Financial Center
200 South Biscayne Boulevard
Miami, Florida 33131
(305) 579-0432
_______________________________________________________________________________
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____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price per aggregate offering price registration fee
share
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 1,000,000 shares (1) $ 35.75 (2) $35,750,000.00 $12,328.00
par value per share
====================================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Equity Compensation Plan by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results in an
increase in the number of Safeskin Corporation's outstanding shares of Common
Stock.
(2) Calculated solely for the purpose of this offering under Rule 457(h) of
the Securities Act of 1933 on the basis of the average of the high and low
selling prices per share of Common Stock of Safeskin Corporation on June 3,
1996, as reported by the NASDAQ National Market.
______________________
Approximate date of proposed commencement of sales pursuant to the plan:
promptly, and on a continuous basis for more than 30 days after the effective
date of this Registration Statement.
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REGISTRATION STATEMENT ON FORM S-8
The Company filed a Registration Statement on Form S-8 (File No. 33-77550) on
April 11, 1994. The contents of such earlier Registration Statement are
incorporated herein by reference.
OPINIONS AND CONSENTS
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<CAPTION>
Exhibit No. Exhibits
- ----------- --------
<S> <C>
5 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Morgan, Lewis & Bockius LLP *
23.2 Consent of Coopers & Lybrand L.L.P.
</TABLE>
________________________
* Included as part to the opinion contained in Exhibit 5 herein.
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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 San Diego, State of California, on the 29th day
of May, 1996.
SAFESKIN CORPORATION
By /s/ Richard Jaffe
-------------------
Richard Jaffe
Chairman of the Board, President
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 and on the dates indicated. Each person whose signature appears
below hereby authorizes Neil K. Braverman and Richard Jaffe, and each of them
acting alone, his true and lawful attorney-in-fact, in his name, place and
stead, to execute and cause to be filed with the Securities and Exchange
Commission any amendments or post-effective amendments to this Registration
Sttement.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Neil K. Braverman Co-Chairman of the Board May 29, 1996
- ----------------------------- and Director
Neil K. Braverman
/s/ Irving Jaffe Chairman Emeritus and Director May 29, 1996
- ------------------------------
Irving Jaffe
/s/ Richard Jaffe Chairman of the Board, President, Chief May 29, 1996
- ------------------------------ Executive Officer and Director
Richard Jaffe
/s/ Howard L. Shecter Director May 29, 1996
- ------------------------------
Howard L. Shecter
/s/ Joseph Stemler Director May 29, 1996
- ------------------------------
Joseph Stemler
/s/ David L. Morash Executive Vice President and Chief May 29, 1996
- ------------------------------ Financial Officer
David L. Morash
</TABLE>
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Exhibit Index
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<CAPTION>
Exhibit No. Exhibit Page
- ----------- ------- ----
<S> <C>
5 Opinion and Consent of Morgan, Lewis & Bockius LLP
23.2 Consent of Coopers & Lybrand L.L.P.
</TABLE>
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EXHIBIT 5
[MORGAN, LEWIS & BOCKIUS LLP LETTERHEAD]
June 7, 1996
Safeskin Corporation
12671 High Bluff Drive, Building B
San Diego, California 92130
Re: Offering of Shares Pursuant to
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Safeskin Corporation, a Florida corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the registration by the Company of an additional 1,000,000 shares of the
Company's Common Stock, $.01 par value per share (the "Shares"), issued or to
be issued pursuant to awards under the Safeskin Corporation Amended and
Restated Equity Compensation Plan (the "Equity Plan").
In so acting, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of (a) the Amended and Restated Articles of
Incorporation of the Company, (b) the Bylaws of the Company, (c) the Equity
Plan and (d) such other documents, records, certificates and other instruments
of the Company as in our judgment are necessary or appropriate for purposes of
this opinion.
Based on the foregoing, we are of the following opinion:
1. The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Florida.
2. The Shares have been duly authorized by the Company and, when
issued and paid for as contemplated by the Registration Statement,
will be duly and validly issued and will be fully paid and
non-assessable.
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We render the foregoing opinions as members of the Bar of the State of Florida
and express no opinion as to laws other than the laws of the State of Florida.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
Registration Statement.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Safeskin Corporation on Form S-8 of our report dated February 28, 1996, on our
audits of the consolidated financial statements and financial statement
schedules of Safeskin Corporation and Subsidiaries as of December 31, 1995 and
1994, and for the years ended December 31, 1995, 1994, and 1993.
COOPERS & LYBRAND L.L.P.
San Diego, California
June 3, 1996
