<PAGE> 1
As filed with the Securities and Exchange Commission on November 4, 1997
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
SAN DIEGO, CALIFORNIA 92130
(Address of principal executive offices, including zip code)
-------------
William C. Miller, Esq.
Vice President and General Counsel
Safeskin Corporation
12671 High Bluff Drive
San Diego, CA 92130
(619) 794-8111
(Name, address, including zip code, and 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
--------------------
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 share aggregate offering price registration fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value per share 88,354 shares $45.625(1) $4,031,151.25 $1,221.56
=======================================================================================================================
</TABLE>
(1) Calculated solely for the purpose of this offering under Rule 457(c) of the
Securities Act of 1933 on the basis of the average of the high and low selling
prices per share of Common Stock of Safeskin Corporation on October 31, 1997, as
reported by the Nasdaq National Market.
----------------------
Approximate date of proposed commencement of sales pursuant to the plan:
promptly, and on a continuous basis for more than 30 days after the effective
date of this Registration Statement.
================================================================================
<PAGE> 2
P R O S P E C T U S
88,354 Shares
SAFESKIN CORPORATION
Common Stock
($.01 par value)
---------------------------
Up to 88,354 shares (the "Shares") of common stock, par value
$.01 per share (the "Common Stock"), of Safeskin Corporation (the "Company") are
being offered on behalf of the selling shareholder named herein (the "Selling
Shareholder"). The Shares represent 88,354 shares issued upon exercise of
options outside of the Company's Amended and Restated Equity Compensation Plan
(the "Equity Plan"). See "Selling Shareholder." The method of distribution of
the Shares offered hereby is described under the heading "Plan of Distribution."
The Company will not directly receive any of the proceeds from the sale of the
Shares pursuant to this Prospectus. The Company will pay all expenses in
connection with the offering other than commissions and discounts of
underwriters, dealers or agents.
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
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 November 4, 1997
<PAGE> 3
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN OR INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY SELLING SHAREHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
---------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). These reports, proxy statements and other
information may be inspected and copied at the public reference facility
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at its New York Regional Office, 75 Park Place, Room 1228, New
York, New York 10007, and its Chicago Regional Office, 219 South Dearborn
Street, Room 1204, Chicago, Illinois 60604. Copies of such material may be
obtained from the Public Reference Section of the Commission in Washington, D.C.
20549 at prescribed rates.
A registration statement on Form S-8 in respect of the Shares
offered by this Prospectus (the "Registration Statement") has been filed with
the Commission, Washington, D.C. 20549, under the Securities Act of 1933 (the
"Securities Act"). This Prospectus does not contain all of the information
contained in such Registration Statement and the exhibits and schedules thereto,
certain portions of which have been omitted pursuant to the rules and
regulations of the Commission. Accordingly, additional information concerning
the Company and such securities can be found in the Registration Statement,
including various exhibits and schedules thereto, which may be inspected at the
Public Reference Room of the Commission at its principal office in Washington,
D.C.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the
Company are incorporated by reference herein:
(a) The Company's annual report on Form 10-K for the year ended
December 31, 1996.
(b) The Company's quarterly report on Form 10-Q for the quarter ended
March 31, 1997.
(c) The Company's quarterly report on Form 10-Q for the quarter ended
June 30, 1997.
(d) Current Report on Form 8-K filed with the Commission on January 2,
1997.
(e) Current Report on Form 8-K filed with the Commission on October 7,
1997.
(f) The description of the Company's Common Stock, which is contained
in the Company's Registration Statement on Form 8-A filed under the Exchange Act
on November 2, 1993, including any amendments or reports filed for the purpose
of updating such description.
All reports and other 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
securities
i
<PAGE> 4
offered hereby 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 such documents.
The Company will provide without charge to each person to whom
this Prospectus is delivered a copy of any or all of such material which is
incorporated herein by reference (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the documents that
this Prospectus incorporates). Written requests should be directed to:
Safeskin Corporation
12671 High Bluff Drive
San Diego, California 92130
Attention: Seth Goldman
ii
<PAGE> 5
THE COMPANY
Safeskin Corporation, a Florida corporation, manufactures
disposable latex and non-latex gloves for medical, dental and high technology
manufacturing uses. The Company's corporate headquarters is located at 12671
High Bluff Drive, San Diego, California 92130 and its telephone number is
(619)794-8111.
RISK FACTORS
AN INVESTMENT IN SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS
INVOLVES A HIGH DEGREE OF RISK. IN ADDITION, THIS PROSPECTUS CONTAINS, AND
DOCUMENTS INCORPORATED BY REFERENCE HEREIN CONTAIN, FORWARD-LOOKING STATEMENTS
THAT INVOLVE RISKS AND UNCERTAINTIES. DISCUSSIONS CONTAINING SUCH
FORWARD-LOOKING STATEMENTS MAY BE FOUND IN THE MATERIAL SET FORTH IN DOCUMENTS
INCORPORATED BY REFERENCE HEREIN GENERALLY. THE COMPANY'S ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS
A RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET FORTH IN THE FOLLOWING RISK
FACTORS AND ELSEWHERE IN THE PROSPECTUS AND THE DOCUMENTS INCORPORATED BY
REFERENCE HEREIN. ACCORDINGLY, IN EVALUATING THE COMPANY AND ITS BUSINESS,
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN
ADDITION TO THE OTHER INFORMATION INCLUDED AND INCORPORATED BY REFERENCE HEREIN.
CURRENCY FLUCTUATIONS
The Company has latex glove factories and latex concentrate
manufacturing and processing plants in Malaysia and Thailand. The Company's
non-United States expenses represented a significant percentage of its total
expenses in 1995 and 1996, almost all of which were in Malaysian ringgits or
Thai baht. Therefore foreign currency exchange rate fluctuations could have a
significant effect on the results of operations or financial condition of the
Company. No assurance can be given that the Company's results of operations or
financial condition will not be adversely affected by currency exchange rate
fluctuations.
DEPENDENCE ON GLOVES
The Company is exclusively engaged in the manufacture and sale of
disposable gloves. Accordingly, the Company's results of operations and
financial condition are highly dependent on the level of supply and demand for
disposable gloves. There can be no assurance that the supply of or demand for
disposable gloves will continue at current levels or that changes in such supply
or such demand will not have a material adverse effect on the Company's results
of operations or financial condition.
DEPENDENCE ON RUBBER HARVEST AND LATEX CONCENTRATE
The ability of the Company to produce its products is entirely
dependent upon the consistent availability, at competitive prices, of raw rubber
harvested by independent growers in Malaysia and Thailand and locally processed
by the Company and others into latex concentrate. Any disruption in the
consistent supply of rubber for latex concentrate due to weather or other
natural phenomena, labor or transportation stoppages, shortages or other
factors, could cause significant adverse effects to the Company's results of
operations and financial condition. In addition, rubber is a commodity traded on
world commodities exchanges and is subject to price fluctuations driven by
changing market conditions over which the Company has no control. Increases in
the price of latex concentrate have adversely effected the Company's raw
material costs in the past and could do so again.
COMPETITION; RISK OF OBSOLESCENCE
The market for the Company's products is highly competitive. The
Company competes with many other firms, including several large firms having
substantially greater financial, management and marketing resources than the
Company. There can be no assurance that the Company's competitors or others will
not develop products, manufacturing processes or new technologies that would
render the Company's gloves obsolete or uncompetitive or
<PAGE> 6
that would be more cost effective or more efficient than the processes and
technologies of the Company. Such competition could have a material adverse
effect on the Company's results of operations or financial condition.
RELIANCE UPON DISTRIBUTORS
Substantially all domestic sales of the Company's gloves are made
through distributors. Three of the nation's largest medical products
distributors, Owens & Minor, General Medical and Bergen Brunswig Medical,
accounted for approximately 22.5%, 21.7% and 7.9%, respectively, of the
Company's 1996 consolidated net sales. If the efforts of the Company's
distributors prove unsuccessful, if such distributors abandon or limit their
distribution of the Company's products, or if such distributors encounter
serious financial difficulties, the Company's results of operations and
financial condition could be materially adversely effected.
MANUFACTURING IN MALAYSIA AND THAILAND
Two of the Company's latex glove factories are located in Malaysia and
its third latex glove factory is located in Thailand. In addition, the Company
has recently begun operating a latex concentrate plant in Thailand and has begun
pre-construction of a fourth glove factory in Thailand. As a result, the Company
is, and will continue to be, directly affected by the political and economic
conditions existing in both Malaysia and Thailand. Any political or economic
instability in either Malaysia or Thailand, a significant increase in the rate
of Malaysian or Thai corporate taxation, a discontinuance or reduction in Thai
export tax rebates, or any other change in either country's policies regarding
foreign ownership of manufacturing facilities could have significant adverse
effects on the Company's business, financial condition and results of
operations. The Company's non-United States expenses represented a significant
percentage of its total expenses in 1996, almost all of which were in Malaysian
ringgits or Thai baht. The Company expects that non-United States expenses will
continue to represent the major portion of its expenses and that it will
continue to be subject to the normal risks of conducting business
internationally, including foreign currency exchange rate fluctuations,
unexpected changes in regulatory requirements, tariffs and other barriers. No
assurance can be given that the Company's results of operations or financial
condition will not be adversely affected by currency exchange rate fluctuations.
LACK OF PATENTED PRODUCTS AND PROCESSES
The Company's products are not protected by patents. The Company
considers certain of its manufacturing processes to be proprietary and relies on
trade secret laws and confidentiality procedures to protect its rights. There
can be no assurance that these means of protecting the Company's proprietary
manufacturing processes will be effective. In addition, the laws of some foreign
countries may not protect the Company's proprietary rights to the same extent as
do the laws of the United States.
GOVERNMENT REGULATION AND LABELING
The Company's products and the manufacturing, marketing and labeling of
its products are subject to regulation by governmental authorities in the United
States, including the Food and Drug Administration (the "FDA"), and other
countries. The regulatory process can result in a substantial delay in the
introduction of a new product developed by the Company, and there can be no
assurance that regulatory approval will be obtained for a new product. In
addition, delays or rejections may be encountered based upon changes in FDA
laws, regulations or policies. Periodic testing by the FDA of shipments to the
United States of medical gloves has in the past and may in the future result in
the detention of shipments and losses or delays in the recognition of income by
the Company. Similar delays may also be encountered in foreign countries.
Further, the Company's gloves and its manufacturing facilities are subject to
continual review and periodic inspections, and the discovery of previously
unknown problems with a product or facility may result in the FDA imposing
restrictions on the product or facility, including the withdrawal of the product
from the market. The FDA has indicated that it is likely to issue regulations
prohibiting the use of a "hypoallergenic" label on medical gloves. The term
"hypoallergenic" is currently used on the labels of all gloves manufactured and
sold by the
2
<PAGE> 7
Company. As a result, the Company may elect to seek approval of alternative
labeling with respect to the allergenic qualities of its medical gloves, and
there can be no assurance that such alternative claims will be permitted.
EFFECTS OF REIMBURSEMENT POLICIES; CHANGES AFFECTING THE HEALTHCARE INDUSTRY
Although the Company's customers do not bill third-party reimbursement
sources separately for purchases of the Company's gloves, the Company's ability
to sell its latex medical gloves profitably may depend in part on the extent to
which reimbursement for the cost of medical gloves will be affected by
reimbursement policies and regulations of government health administration
authorities, private health insurers and other organizations. Such third-party
payers are increasingly challenging the price of medical products and services.
Additionally, legislative measures, if adopted, could adversely affect the
pricing of, or the amount or availability of reimbursement for, the Company's
medical gloves. See "Business--Government Regulation." In addition, the
healthcare industry is currently experiencing significant change, including a
consolidation trend among healthcare providers. The Company cannot predict how
these changes will ultimately affect the healthcare industry or its business. No
assurance can be given that any such change will not have a material adverse
effect on the Company's results of operations or financial condition.
PRODUCT LIABILITY
Participants in the medical supplies business are potentially subject
to lawsuits alleging product liability, many of which involve significant damage
claims and defense costs. A successful claim against the Company in excess of
the Company's insurance coverage could have a material adverse effect on the
Company's results of operations or financial condition. Claims made against the
Company, regardless of their merit, could also have a material adverse effect on
the Company's reputation. There is no assurance that the coverage limits of the
Company's insurance policy will be adequate. While the Company has been able to
obtain product liability insurance in the past, such insurance varies in cost,
is difficult to obtain and may not be available in the future on acceptable
terms or at all. See "Business-- Product Liability and Insurance." The Company
is subject to a number of lawsuits filed against it and other manufacturers of
latex gloves alleging injuries relating to allergic reactions caused by the
residual chemicals or latex proteins in gloves. The litigation is still in the
early stages, and there can be no assurance that the Company's insurance will be
sufficient to meet any recovery for which the Company may be found liable or
that the outcome of such suits will not adversely affect the Company's results
of operations or financial condition.
USE OF PROCEEDS
All of the shares of Common Stock being offered hereby are offered by
the Selling Shareholder. The Company will not receive any of the proceeds from
the sale of such shares.
3
<PAGE> 8
SELLING SHAREHOLDER
The Shares offered pursuant to this Prospectus represent those
shares acquired or to be acquired by the Selling Shareholder pursuant to stock
options granted outside of the Equity Plan (the "Non-Plan Shares").
The table set forth below provides, as of the date of this
Prospectus, the following information as to the Selling Shareholder: material
relationship with the Company or any of its predecessors or its affiliates
within the past three years; number of shares owned prior to the offering; and
the number of shares offered for the account of such Selling Shareholder
pursuant hereto.
<TABLE>
<CAPTION>
Material Relationship With the
No. of Shares No. of Shares Company Or Any Predecessor
Name of Selling Owned Prior to Offered Pursuant to this or Affiliates of the Company
Shareholder Offering Prospectus Over The Last Three Years
- -------------------- -------------- ------------------------ -------------------------------
<S> <C> <C> <C>
Lee Chee Ming 177,416 (1) 88,354 (2) Executive Officer since 1988.
</TABLE>
- -----------------------------------------
(1) Includes 24,000 Shares subject to currently exercisable options under
the Company's Amended and Restated Equity Compensation Plan (the
"Equity Plan") and 88,354 shares subject to currently exercisable
options outside of the Equity Plan.
(2) Represents all Non-Plan Shares currently exercisable pursuant to a
Stock Option Grant outside the Equity Plan.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold by the Selling
Shareholder or by pledgees, donees, transferees or other successors in
interest. Such sales may be made in the over-the-counter market or otherwise at
prices and at terms then prevailing or at prices related to the then-current
market price, or in negotiated transactions. The Shares may be sold by one or
more of the following methods, without limitation: (a) a block trade in which
the broker or dealer so engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus; (c) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
and (d) face-to-face transactions between sellers and purchasers without a
broker-dealer. In effecting sales, brokers or dealers engaged by the Selling
Shareholder may arrange for other brokers or dealers to participate. Such
brokers or dealers may receive commissions or discounts from Selling
Shareholder in amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act, in connection
with such sales. A Selling Shareholder who is selling Shares that are control
securities within the meaning of the instructions to the Form S-8 Registration
Statement is subject to limitations on the number of shares he/she may sell
during a three month period as set forth in Rule 144(e) under the Securities
Act. In addition, any Shares covered by this Prospectus that qualify for sale
pursuant to Rule 144 under the Securities Act might be sold under Rule 144
rather than pursuant to this Prospectus.
Upon the Company's being notified by the Selling Shareholder
that any material arrangement has been entered into with a broker or dealer for
the sale of any Shares through a secondary distribution, or a purchase by a
broker or dealer, a supplemented Prospectus will be filed, if required, pursuant
to Rule 424(c) under the Securities Act, disclosing (a) the name of each such
broker-dealer(s), (b) the number of Shares involved, (c) the price at which such
Shares were sold, (d) the commissions paid or discounts or concessions allowed
to such broker-dealer(s), where applicable, (e) that such broker-dealer(s) did
not conduct any investigation to verify the information set out or incorporated
by reference in this Prospectus, as supplemented, and (f) other facts material
to the transaction.
4
<PAGE> 9
LEGAL MATTERS
The validity of the issuance of the Shares by the Company to
the Selling Shareholders has been passed upon for the Company by Morgan, Lewis &
Bockius LLP, Miami, Florida. Howard L. Shecter, a partner of Morgan, Lewis &
Bockius LLP and a director of the Company, holds, as of the date of this
Prospectus, options to purchase 56,000 shares of Common Stock of the Company, of
which options to purchase 36,000 shares are currently exercisable.
EXPERTS
The consolidated balance sheets as of December 31, 1995 and 1996 and
the consolidated statements of operations, cash flows and shareholders' equity
for each of the three years in the period ended December 31, 1996, included in
the Company's 1996 Annual Report on Form 10-K and incorporated by reference in
this Prospectus, have been incorporated herein in reliance on the audit report
of Coopers & Lybrand L.L.P., independent public accountants, given on the
authority of that firm as experts in accounting and auditing.
5
<PAGE> 10
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Safeskin Corporation (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference herein:
(a) The Company's annual report on Form 10-K for the year ended
December 31, 1996.
(b) The Company's quarterly report on Form 10-Q for the quarter ended
March 31, 1997.
(c) The Company's quarterly report on Form 10-Q for the quarter ended
June 30, 1997.
(d) Current Report on Form 8-K filed with the Commission on January 2,
1997.
(e) Current Report on Form 8-K filed with the Commission on October 7,
1997.
(f) The description of the Company's Common Stock, which is contained
in the Company's Registration Statement on Form 8-A filed under the Exchange Act
on November 2, 1993, including any amendments or reports filed for the purpose
of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Morgan, Lewis & Bockius LLP has acted as counsel to the Company in connection
with the filing of this Registration Statement and has passed on the validity of
the securities offered hereby. Howard L. Shecter, a partner of Morgan, Lewis &
Bockius LLP and a director of the Company, holds, as of the date of this
Prospectus, options to purchase 56,000 shares of Common Stock of the Company, of
which options to purchase 36,000 shares are currently exercisable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Amended and Restated Articles of Incorporation provide
that the Company shall, to the full extent permitted by Section 607.0850 of the
Florida Business Corporation Act, as amended from time to time ("FBCA"),
indemnify all persons whom it may indemnify pursuant thereto. In addition, the
Company's Articles of Incorporation limit the personal liability of its
directors to the full extent permitted by Section 607.0831 of the FBCA, as
amended from time to time.
Section 607.0850 of the FBCA permits a corporation, under specified
circumstances, to indemnify any person who was or is a party to any proceeding
brought by third parties by reason of the fact that they were or are directors,
officers, employees or agents of the Company against liability and expenses
actually and reasonably incurred in connection with such proceeding, including
any appeal thereof, if such person acted in good faith and in a manner they
II-1
<PAGE> 11
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful.
Section 607.0831 of the FBCA provides that the personal liability of a
director to the corporation or its shareholders for monetary damages for breach
of fiduciary duty as a director is limited to any breach or failure to perform
the director's duties which constitutes (i) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; (ii)
unlawful payments of distributions to shareholders as provided in Section
607.0834 of the FBCA; (iii) any transaction from which the director derived an
improper personal benefit; (iv) conscious disregard for the best interest of the
corporation, or willful misconduct, in a proceeding by or in the right of the
corporation to procure a judgment in its favor or by or in the right of a
shareholder; or (v) recklessness, bad faith, malicious purpose or with wanton
and willful disregard of human rights, safety or property in a proceeding by or
in the right of someone other than the corporation or a shareholder.
Pursuant to Florida law, the Company may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Company, or 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 any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability under the applicable provisions of the Bylaws of the Company or
applicable law. The Company maintains such an insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
All of 88,354 shares of Common Stock have been issued pursuant to an option
exercise under a stock option grant issued outside of the Equity Plan. The
issuance of such shares of Common Stock was exempt from the registration
requirements of the Securities Act pursuant to the provisions of Section 4(2) of
the Securities Act.
ITEM 8. EXHIBITS
The following is a list of exhibits filed as part of this Registration
Statement. Where so indicated by footnote, exhibits which were previously filed
are incorporated by reference. For exhibits incorporated by reference, the
location of the exhibit in the previous filing is indicated in parenthesis.
EXHIBIT NO. EXHIBITS
4.5 Stock Option Grant by Safeskin Corporation to Lee Chee Ming
(Exhibit 10.27)*
23.1 Consent of Morgan, Lewis & Bockius LLP
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included on the signature page to this
registration statement)
- ------------------------
* Filed as an Exhibit to the Registration Statement on Form S-1
(File No. 33-68284).
II-2
<PAGE> 12
ITEM 9. UNDERTAKINGS
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 to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(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; and
(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 subparagraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the information required to be included in a
post-effective amendment by those subparagraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
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 that remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for the purpose 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 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 this registration statement shall be deemed
to be a new registration statement relating to the securities offered herein and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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 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 Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 13
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 behalf on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on October 31,
1997.
SAFESKIN CORPORATION
By: /s/ Richard Jaffe
--------------------------------------
Richard Jaffe, Chairman, 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, in so signing, also makes, constitutes and appoints
Richard Jaffe and David L. Morash, and each such officer 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 or all amendments to
this registration statement, with all exhibits and any and all documents
required to be filed with respect thereto, and to do and perform each and every
act and thing necessary to effectuate the same.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Richard Jaffe
- ----------------------------------------- Chairman, President, Chief Executive October 31, 1997
Richard Jaffe Officer and Director
/s/ David L. Morash
- ----------------------------------------- Executive Vice President and Chief October 31, 1997
David L. Morash Financial Officer
/s/ Seth S. Goldman
- ----------------------------------------- Vice President, Finance, Controller
Seth S. Goldman and Secretary October 31, 1997
- ----------------------------------------- Director
Neil K. Braverman October __, 1997
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Cam L. Garner
- ------------------------------------------ Director October 30, 1997
Cam L. Garner
/s/ Irving Jaffe
- ------------------------------------------ Chairman Emeritus and Director October 31, 1997
Irving Jaffe
/s/ Howard L. Shecter
- ------------------------------------------ Director October 31, 1997
Howard L. Shecter
/s/ Joseph Stemler
- ------------------------------------------ Director October 30, 1997
Joseph Stemler
</TABLE>
<PAGE> 15
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
23.1 Consent of Morgan, Lewis & Bockius LLP
23.2 Consent of Coopers & Lybrand L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT
We consent to the reference to our firm under the caption "Experts" included in
this Registration Statement on Form S-8 filed by Safeskin Corporation for the
registration of 88,354 shares of common stock.
MORGAN, LEWIS & BOCKIUS LLP
Miami, Florida
November 4, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement on
Form S-8 of our report dated February 17, 1997 on our audits of the
consolidated financial statements of Safeskin Corporation as of December 31,
1996 and 1995, and for the years ended December 31, 1996, 1995 and 1994,
included in Form 10-K. We also consent to the reference to our Firm under the
caption "Experts."
COOPERS & LYBRAND L.L.P.
San Diego, California
November 3, 1997
