<PAGE> 1
As filed with the Securities and Exchange Commission on November 12, 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)
-------------
SAFESKIN CORPORATION AMENDED AND RESTATED EQUITY COMPENSATION PLAN
(Full title of the plan)
-------------
William C. Miller, Esq.
Vice President and General Counsel
Safeskin Corporation
12671 High Bluff Drive
San Diego, California 92130
(Name and address of agent for service)
(619) 794-8111
(Telephone number, including area code, of agent for service)
COPY TO:
Kara L. MacCullough, Esq.
Morgan, Lewis & Bockius LLP
5300 First Union Financial Center
200 South Biscayne Boulevard
Miami, Florida 33131
(305) 579-0446
--------------------
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 1,500,000 shares (1) $46.00 (2) $69,000,000 $20,909.09
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 November 7, 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
REGISTRATION STATEMENT ON FORM S-8
This Registration Statement on Form S-8 is filed soley for the purposes of
registering additional shares under Safeskin Corporation's Amended and Restated
Equity Compensation Plan (the "Equity Plan"). The Company previously filed a
Registration Statement on Form S-8 (File No. 33-77550) on April 11, 1994 and a
Registration Statement on Form S-8 (File No. 333-05503) on June 7, 1996 in order
to register shares under the Equity Plan. The contents of such earlier
Registration Statements are incorporated herein by reference.
INCORPORATION BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated by reference herein:
(a) The Company's 14A Definitive Proxy filed with the Commission on May
1, 1997, including the desciption of the Company's Equity Plan.
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 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.
OPINIONS AND CONSENTS
EXHIBIT NO. EXHIBITS
5 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Morgan, Lewis & Bockius LLP*
23.2 Consent of Coopers & Lybrand L.L.P.
- ------------------------
* Included as part to the opinion contained in Exhibit 5 herein.
<PAGE> 3
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 11th day of
November, 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 November 11, 1997
- --------------------------------- Officer and Director
Richard Jaffe
/s/ David L. Morash Executive Vice President and Chief November 11, 1997
- --------------------------------- Financial Officer
David L. Morash
/s/ Seth S. Goldman Vice President, Finance, Controller November 11, 1997
- --------------------------------- and Secretary
Seth S. Goldman
/s/ Neil K. Braverman Director November 11, 1997
- ---------------------------------
Neil K. Braverman
Director November , 1997
- ---------------------------------
Cam L. Garner
/s/ Irving Jaffe Chairman Emeritus and Director November 12, 1997
- ---------------------------------
Irving Jaffe
Director November , 1997
- ---------------------------------
Howard L. Shecter
/s/ Joseph Stemler Director November 12, 1997
- ---------------------------------
Joseph Stemler
</TABLE>
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT PAGE
- ----------- ------- ----
<S> <C> <C>
5 Opinion and Consent of Morgan, Lewis & Bockius LLP
23.2 Consent of Coopers & Lybrand L.L.P.
</TABLE>
<PAGE> 1
Exhibit 5
November 11, 1997
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.
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.
Very truly yours,
Morgan, Lewis & Bockius LLP
<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.
COOPERS & LYBRAND L.L.P.
San Diego, California
November 12, 1997
