As filed with the Securities and Exchange Commission on August 18, 1998
Registration No. 333-____
- ---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
---------
SOLA INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3189941
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2420 Sand Hill Road, Suite 200
Menlo Park, California 94025
(Address of principal executive offices, including zip code)
AMENDED AND RESTATED
1998 SOLA INTERNATIONAL INC. STOCK OPTION PLAN
(Full title of the plan)
John E. Heine
SOLA INTERNATIONAL INC.
2420 Sand Hill Road, Suite 200
Menlo Park, California 94025
(650) 324-6868
(Name, address and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,690,000(1) $16.59375(2) $28,043,437.50(2) $8,272.82(2)
($.01 par value)
- -------------------------------------------------------------------------------------------------------------
<FN>
(1) Plus such additional shares as may be made available in order to
adjust to a change in capitalization.
(2) Estimated pursuant to Rules 457(c) and (h) solely for purposes of
calculating the amount of the registration fee. The proposed maximum
offering price per share is based upon a price of 16.59375 per share,
the average of the high and low sales prices for the Company's common
stock on August 17, 1998.
</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to an amendment
and restatement of the Sola International Inc. Stock Option Plan which,
among other things, increased the number of shares of common stock, par
value $.01 per share (the "Common Stock"), which may be issued thereunder
by 1,690,000 shares. The contents of the Company's Registration Statement
on Form S-8 (File No. 33-93788), filed with the Securities and Exchange
Commission on June 22, 1995, the contents of the Company's Registration
Statement on Form S-8 (File No. 333-14749) filed with the Securities and
Exchange Commission on October 24, 1996 and the contents of Amendment No. 1
to the Company's Registration Statement on Form S-8 (File No. 333-14749)
filed with the Securities and Exchange Commission on December 17, 1996, are
hereby incorporated by reference pursuant to Instruction E of Form S-8.
Also pursuant to Instruction E to Form S-8, the filing fee is being paid
only with respect to the 1,690,000 shares of common stock not previously
registered.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- ------ ---------------------------------------
The following documents, which are filed with the Securities and
Exchange Commission (the "Commission"), are incorporated in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998; and
(c) The description of the common stock of the Company, $.01 par value
per share (the "Common Stock"), which is registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), contained
in the Registration Statement on Form 8-A filed with the Commission on
January 20, 1995, as amended by Amendment No. 1 to the Form 8-A which was
filed with the Commission on February 17, 1995, which incorporates by
reference the description of the Common Stock contained in the Registration
Statement on Form S-1 (No. 33-87892) (originally filed on December 23,
1994), as amended, including any amendment or report filed for the purpose
of updating such description.
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 which indicates that all shares of
Common Stock offered hereby have been sold or which deregisters all shares
of Common Stock then remaining unsold, shall be deemed to be incorporated
by reference herein and to be part hereof from the date of the 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
- ------ -----------------------------------------
The Registrant, as a Delaware corporation, is empowered by
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL"), subject to the procedures and limitations stated therein, to
indemnify any person against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with any threatened, pending or completed
action, suit or proceeding in which such person is made or threatened to be
made a party by reason of his being or having been a director, officer,
employee or agent of the Registrant or his serving at the request of the
Registrant as a director, officer, employee or agent of another company or
other entity. The statute provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a
person may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors, or otherwise. The Registrant's Amended and
Restated Certificate of Incorporation provides for indemnification by the
Registrant of its directors and officers to the full extent permitted by
the DGCL. Pursuant to Section 145 of the DGCL, the Registrant has purchased
insurance on behalf of its present and former directors and officers
against any liability asserted against or incurred by them in such capacity
or arising out of their status as such.
Pursuant to specific authority granted by Section 102 of the
DGCL, the Registrant's Amended and Restated Certificate of Incorporation
contains the following provision regarding limitation of liability of
directors and officers:
"To the fullest extent permitted by the Delaware
General Corporation Law as the same exists or may
hereafter be amended, a Director of the Corporation
shall not be liable to the Corporation or its
stockholders for monetary damages for breach of
fiduciary duty as a Director."
In addition, the Company's Amended and Restated By-Laws provide
for indemnification of directors and officers, including indemnification of
directors and officers that are a party to a proceeding in whole or in part
attributable to (a) the fact that he is or was a director or officer of the
Company or was serving at the request of the Company or (b) anything done
or not done by such person in any such capacity against losses if he acted
in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the Company, and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful.
The undersigned Registrant has entered into agreements to provide
indemnification for its directors and executive officers in addition to the
indemnification provided for in the Registrant's Amended and Restated
Certificate of Incorporation and Amended and Restated By-laws. These
agreements, among other things, indemnify the directors, to the fullest
extent provided by Delaware law, for certain expenses (including attorneys'
fees), losses, claims, liabilities, judgments, fines and settlement amounts
incurred by such indemnitee in any action or proceeding, including any
action by or in the right of the Registrant, on account of services as a
director or officer of any affiliate of the Registrant, or as a director or
officer of any other company or enterprise that the indemnitee provides
services to at the request of the Registrant.
Item 7. Exemption from Registration Claimed
- ------ -----------------------------------
Not applicable.
Item 8. Exhibits
- ------ --------
Exhibit No. Description of Exhibit
- ---------- ----------------------
4.1 Specimen Form of the Company's Common Stock Certificate
(Filed as Exhibit 4.1 to Amendment No. 3 to the Company's
Registration Statement (File No. 33-87892) on Form S-1 and
incorporated herein by reference)
4.2 Amended and Restated Certificate of Incorporation of the
Company (Filed as Exhibit 3.1 to the Company's Annual Report
on Form 10-K for the Fiscal Year Ending March 31, 1995 and
incorporated herein by reference)
4.3 Amended and Restated By-Laws of the Company (Filed as
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
for the period ending September 30, 1995 and incorporated
herein by reference)
4.4 Sola Investors Inc. Stock Option Plan (Filed as Exhibit
10.11 to the Company's Annual Report on Form 10-K for the
Fiscal Year Ending March 31, 1994 and incorporated herein by
reference)
4.5 Amendment Number 1 to the Sola Investors Inc. Stock Option
Plan (Filed as Exhibit 10.21 to Amendment No. 3 to the
Company's Registration Statement (File No. 33-87892) on Form
S-1 and incorporated herein by reference)
4.6 Amended and Restated Sola International Inc. Stock Option
Plan (Filed as Appendix A to the Proxy Statement of the
Company, dated as of June 30, 1998, and incorporated herein
by reference)
5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson as to
the validity of the shares of Common Stock covered by the
Registration Statement
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Powers of Attorney
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 this registration
statement (or the most recent post-effective
amendment hereto) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this 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 paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(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 section 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Menlo Park, State of California,
on August 18, 1998.
SOLA INTERNATIONAL INC.
By: /s/ Steven M. Neil
--------------------------------
Steven M. Neil
Executive Vice President,
Chief Financial Officer,
Treasurer and Secretary
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:
Signature Title Date
- --------- ----- ----
* Chairman of the Board August 18, 1998
- -----------------------------
Irving S. Shapiro
/s/ John E. Heine President and Chief
- ----------------------------- Executive Officer August 18, 1998
John E. Heine (Principal Executive
Officer), Director
/s/ Steven M. Neil Executive Vice President, August 18, 1998
- ----------------------------- Chief Financial Officer,
Steven M. Neil Treasurer and Secretary
(Principal Financial and
Accounting Officer)
* Director August 18, 1998
- -----------------------------
Maurice J. Cunniffe
* Director August 18, 1998
- -----------------------------
Douglas D. Danforth
* Director August 18, 1998
- -----------------------------
A. William Hamill
* Director August 18, 1998
- -----------------------------
Hamish Maxwell
* Director August 18, 1998
- -----------------------------
Jackson L. Schultz
* By: /s/ Steven M. Neil August 18, 1998
------------------------------
Steven M. Neil
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Specimen Form of the Company's Common Stock Certificate
(Filed as Exhibit 4.1 to Amendment No. 3 to the Company's
Registration Statement (File No. 33-87892) on Form S-1 and
incorporated herein by reference)
4.2 Amended and Restated Certificate of Incorporation of the
Company (Filed as Exhibit 3.1 to the Company's Annual Report
on Form 10-K for the Fiscal Year Ending March 31, 1995 and
incorporated herein by reference)
4.3 Amended and Restated By-Laws of the Company (Filed as
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
for the period ending September 30, 1995 and incorporated
herein by reference)
4.4 Sola Investors Inc. Stock Option Plan (Filed as Exhibit
10.11 to the Company's Annual Report on Form 10-K for the
Fiscal Year Ending March 31, 1994 and incorporated herein by
reference)
4.5 Amendment Number 1 to the Sola Investors Inc. Stock Option
Plan (Filed as Exhibit 10.21 to Amendment No. 3 to the
Company's Registration Statement (File No. 33-87892) on Form
S-1 and incorporated herein by reference)
4.6 Amended and Restated Sola International Inc. Stock Option
Plan (Filed as Appendix A to the Proxy Statement of the
Company, dated as of June 30, 1998, and incorporated herein
by reference)
5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson as to
the validity of the shares of Common Stock covered by the
Registration Statement
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Powers of Attorney
EXHIBIT 5.1
[LETTERHEAD OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON]
212-859-8000
August 18, 1998 (FAX: 212-859-4000)
Sola International Inc.
2420 Sand Hill Road
Menlo Park, California 94025
Ladies and Gentlemen:
We are acting as special counsel to Sola International Inc., a
Delaware corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended, of 1,690,000 shares of the
Company's common stock, par value $.01 per share (the "Shares"), which may
be issued pursuant to options which may be granted under the Amended and
Restated 1998 Sola International Inc. Stock Option Plan (the "Plan"). With
your permission, all assumptions and statements of reliance herein have
been made without any independent investigation or verification on our part
except to the extent otherwise expressly stated, and we express no opinion
with respect to the subject matter or accuracy of such assumptions or items
relied upon.
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records
of the Company, such certificates of public officials and such other
documents, and (iii) received such information from officers and
representatives of the Company as we have deemed necessary or appropriate
for the purposes of this opinion.
In all such examinations, we have assumed the legal capacity of
all natural persons executing documents, the genuineness of all signatures,
the authenticity of original and certified documents and the conformity to
original or certified copies of all copies submitted to us as conformed or
reproduction copies. As to various questions of fact relevant to the
opinion expressed herein, we have relied upon, and assume the accuracy of,
representations and warranties contained in the documents, certificates and
oral or written statements and other information of or from representatives
of the Company and others, and assume compliance on the part of all parties
to the documents with their covenants and agreements contained therein.
Based upon the foregoing, and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that
the Shares have been duly authorized and, when issued in accordance with
the Plan and upon receipt by the Company of the consideration therefor in
accordance with the Plan, will be validly issued, fully paid and
non-assessable.
The opinion expressed herein are limited to the laws of the
United States of America and the laws of the State of New York and the
General Corporation Law of the State of Delaware, as currently in effect.
The opinion expressed herein is given as of the date hereof, and we
undertake no obligation to supplement this letter if any applicable laws
change after the date hereof or if we become aware of any facts that might
change the opinion expressed herein after the date hereof for any other
reason.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement on Form S-8 relating to the registration of the
Shares. In giving such consent, we do not hereby admit that we are in the
category of such persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
The opinion expressed herein is solely for your benefit and may
not be relied on in any manner or for any purpose by any other person or
entity and may not be quoted in whole or in part without our prior written
consent.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Frederick H. Fogel
-------------------------------------------
Frederick H. Fogel
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Amended and Restated 1998 Sola International
Inc. Stock Option Plan of our report dated May 6, 1998, with respect to the
consolidated financial statements and schedule of Sola International Inc.
included in its Annual Report (Form 10-K) for the year ended March 31,
1998, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Palo Alto, California
August 17, 1998
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the persons whose signatures
appear below, constitute and appoint John E. Heine and Steven M. Neil, and
each of them as their true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for them and in their names,
places, and steads, in any and all capacities, to sign the Registration
Statement on Form S-8 to be filed in connection with the registration of
1,690,000 shares of the common stock of Sola International Inc. issued or
issuable pursuant to the Amended and Restated 1998 Sola International Inc.
Stock Option Plan and any and all amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as they might or
could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: August 14, 1998
/s/ Irving S. Shapiro /s/ Douglas D. Danforth
- ------------------------------- ------------------------------
Irving S. Shapiro Douglas D. Danforth
/s/ John E. Heine /s/ A. William Hamill
- ------------------------------- ------------------------------
John E. Heine A. William Hamill
/s/ Steven M. Neil /s/ Hamish Maxwell
- ------------------------------- ------------------------------
Steven M. Neil Hamish Maxwell
/s/ Maurice J. Cunniffe /s/ Jackson L. Schultz
- ------------------------------- ------------------------------
Maurice J. Cunniffe Jackson L. Schultz
