As filed with the Securities and Exchange Commission on February 10, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
SOLA INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
94-3189941
(I.R.S. Employer Identification No.)
2420 SAND HILL ROAD, SUITE 200
MENLO PARK, CALIFORNIA 94025
(650) 324-6868
(Address including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
----------------------------
JOHN E. HEINE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
2420 SAND HILL ROAD, SUITE 200
MENLO PARK, CALIFORNIA 94025
(650) 324-6868
(Name, address including zip code, and telephone number,
including area code, of agent for service)
----------------------------
COPY TO:
FREDERICK H. FOGEL
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF SECURITIES OFFERING PRICE(FN2)(FN3) AMOUNT OF
TO BE REGISTERED(FN1) REGISTRATION FEE
- --------------------------------------------------------------------------------
Debt Securities
Common Stock, $.01 par value $250,000,000 $73,750
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[FN]
(1) Also includes such indeterminate number of shares of Common Stock and
Debt Securities as may be issued upon conversion of or exchange for
any other Debt Securities that provide for conversion or exchange into
other Securities.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457.
(3) In U.S. dollars or the equivalent thereof in foreign currencies,
currency units or composite currencies.
</FN>
-----------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
[RED HERRING]
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This Prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
SUBJECT TO COMPLETION DATED FEBRUARY 10, 1998
PROSPECTUS
$250,000,000
SOLA INTERNATIONAL INC.
DEBT SECURITIES AND COMMON STOCK
-----------------------------
Sola International Inc. (the "Company" or "Sola") may offer,
issue and sell from time to time, together or separately, (i) senior or
subordinated debt securities (the "Debt Securities"), consisting of
debentures, notes and/or other evidences of indebtedness, and (ii) shares
of its common stock, $.01 par value per share (the "Common Stock"), in each
case, in amounts, at prices and on such terms to be determined at the time
of the offering. The Common Stock and the Debt Securities are collectively
called the "Securities."
The Securities offered pursuant to this Prospectus may be issued
in one or more series and/or issuances and will have an aggregate public
offering price of up to $250,000,000 (or the equivalent thereof, based on
the applicable exchange rate at the time of sale, in one or more foreign
currencies, currency units or composite currencies as shall be designated
by the Company). Certain specific terms of the particular Securities in
respect of which this Prospectus is being delivered are set forth in the
accompanying Prospectus Supplement (the "Prospectus Supplement"),
including, where applicable, (i) in the case of Debt Securities, the
specific title, the aggregate principal amount, the aggregate offering
price, ranking as senior debt or subordinated debt, the denomination, the
maturity, the premium, if any, the interest rate (which may be fixed,
floating or adjustable), if any, the time and method of calculating payment
of interest, if any, the place or places where principal of, premium, if
any, and interest, if any, on such Debt Securities will be payable, the
currency in which principal of, premium, if any, and interest, if any, on
such Debt Securities will be payable, any terms of redemption at the option
of the Company or repayment at the option of the holder thereof, any
sinking fund provisions, the terms, if any, for conversion or exchange into
other securities, listing, if any, on a securities exchange, any other
special terms and the public offering price and any other terms of the
offering and sale thereof and (ii) in the case of Common Stock, the
aggregate number of shares offered, the public offering price and other
terms of the offering and sale thereof. If so specified in the applicable
Prospectus Supplement, Debt Securities of a series may be issued in whole
or in part in the form of one or more temporary or permanent global
securities.
Unless otherwise specified in a Prospectus Supplement, the Debt
Securities, when issued, will be unsecured and unsubordinated obligations
of the Company and will rank pari passu in right of payment with all other
unsecured and unsubordinated indebtedness of the Company. The Common Stock
is listed on the New York Stock Exchange (the "NYSE") under the trading
symbol "SOL." Any Common Stock sold pursuant to a Prospectus Supplement
will be listed on such exchange, subject to official notice of issuance.
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
-----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------------
The Securities may be sold to or through underwriters or dealers
as designated from time to time, to other purchasers directly or through
agents designated from time to time or through a combination of such
methods. If agents of the Company or any dealers or underwriters are
involved in the sale of the Securities in respect of which this Prospectus
is being delivered, the names of such agents, dealers or underwriters and
any applicable commissions or discounts will be set forth in or may be
calculated from the Prospectus Supplement with respect to such Securities.
See "Plan of Distribution."
-----------------------------
The date of this Prospectus is , 1998.
<PAGE>
Certain persons, including any underwriters, participating in this
offering may engage in transactions that stabilize, maintain or otherwise
affect the price of the Securities. Such transactions may include
stabilizing, the purchase of Securities to cover syndicate short positions
and the imposition of penalty bids. For a description of these activities,
see "Plan of Distribution."
-----------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at Seven World Trade Center, 13th Floor, New
York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of such material can be obtained
by mail from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
also maintains a Web site (http://www.sec.gov) from which such reports,
proxy statements and other information may be obtained. In addition,
reports, proxy statements and other information concerning the Company may
be inspected at the offices of the NYSE, 20 Broad Street, New York, New
York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments, supplements and exhibits thereto,
the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), of which this Prospectus constitutes a part. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which were omitted in accordance
with the rules and regulations of the Commission. For further information,
reference is hereby made to the Registration Statement and to the schedules
and exhibits filed therewith. Any statements contained herein concerning
the provisions of any document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission are not necessarily
complete, and in each instance reference is made to the copy of such
document so filed. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company
pursuant to the Exchange Act are incorporated herein by reference:
1. the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1997;
2. the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997;
3. the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997; and
4. Exhibit 99.2 to the Company's Current Report on Form 8-K/A, dated
as of May 6, 1996.
All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Securities
shall be deemed to be incorporated by reference into this Prospectus and to
be a part hereof from the respective dates of the filing of such documents.
Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of
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<PAGE>
this Prospectus to the extent that a statement contained herein, in the
accompanying Prospectus Supplement or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person, including a
beneficial owner of the Securities, to whom a copy of this Prospectus has
been delivered, upon the written or oral request of any such person, a copy
of any and all of the documents incorporated by reference in this
Prospectus, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference in such documents). Requests for
such copies should be directed to: Corporate Secretary, Sola International
Inc., 2420 Sand Hill Road, Suite 200, Menlo Park, California 94025;
telephone number: (650) 324-6868.
THE COMPANY
Sola designs, manufactures and distributes a broad range of eyeglass
lenses, primarily focusing on the faster growing plastic lens segment of
the global lens market, particularly higher margin value-added products.
Sola has manufacturing and distribution sites in three major regions--North
America, Europe, and Rest of World (comprising primarily Australia, Asia
and South America).
The Company's principal executive offices are located at 2420 Sand
Hill Road, Suite 200, Menlo Park, California 94025 and its telephone number
at that location is (650) 324-6868.
USE OF PROCEEDS
Unless otherwise indicated in any accompanying Prospectus Supplement,
the Company intends to use the net proceeds from the sale of the Securities
for general corporate purposes, which may include capital expenditures, the
repayment of indebtedness, working capital and acquisitions.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges
for the periods indicated:
<TABLE>
<CAPTION>
Predecessor
Sola International Inc. Company
------------------------------------------------ ------------------
Nine Four Eight Fiscal
Months Months Months Year
Ended Ended Ended Ended
Dec. Mar. Nov. Mar.
31, Fiscal Year Ended Mar. 31 31, 30, 31,
------ --------------------------- ------ ------ -------
1997 1997 1996 1995 1994(FN2) 1993 1993
------ --------------------------- ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges(FN1).......... 4.30 3.25 4.36 2.03 ----- 4.86 4.86
- --------------------
<FN>
(1) In calculating this ratio, earnings consist of income (loss) before
income taxes plus fixed charges. Fixed charges consist of interest
expense, and amortization of deferred financing fees, whether expensed
or capitalized, plus the portion of rental expense under operating
leases which has been deemed by the Company to be representative of
the interest factor.
(2) Earnings were insufficient to cover fixed charges by $53.7 million due
to the Company recording two non-recurring, noncash charges associated
with the acquisition by the Company of the Sola business unit of
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Pilkington plc on December 1, 1993: (i) a $32.9 million charge for the
amortization associated with an inventory write up to fair value and
(ii) a $40.0 million charge for the write off of in-process research
and development.
</FN>
</TABLE>
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets
forth certain general terms and provisions of the Debt Securities to which
any Prospectus Supplement may relate. The particular terms of the Debt
Securities offered by a Prospectus Supplement (the "Offered Debt
Securities") will be described in the applicable Prospectus Supplement. To
the extent that any particular terms of the Debt Securities described in a
Prospectus Supplement differ from any of the terms described herein, then
such terms described herein shall be deemed to have been superseded by such
Prospectus Supplement.
The Offered Debt Securities are to be issued in one or more series
under an Indenture as amended or supplemented from time to time (the
"Indenture") between the Company and _______________, as Trustee. The term
"Trustee," as used herein shall mean ___________; if at any time there is
more than one Trustee acting under the Indenture, the term "Trustee" as
used herein with respect to Debt Securities of any particular series shall
mean the Trustee with respect to the Offered Debt Securities of such
series. The Indenture has been filed as an exhibit to the Registration
Statement of which this Prospectus is a part and is subject to and governed
by the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").
The following summaries of certain provisions of the Indenture and the
Offered Debt Securities do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all provisions of the
Indenture, including the definitions therein of certain terms and of those
terms made a part thereof by the Trust Indenture Act. Wherever particular
provisions or defined terms of the Indenture are referred to, such
provisions or defined terms are incorporated herein by reference.
GENERAL
The Debt Securities will be unsecured obligations of the Company.
Unless otherwise stated in a Prospectus Supplement, the Debt Securities
will be unsubordinated obligations of the Company and will rank pari passu
in right of payment with all other unsecured and unsubordinated
indebtedness of the Company. The Company may also issue Debt Securities
("Subordinated Debt Securities") which are subordinated in right of
payment, in the manner and to the extent described in the applicable
Prospectus Supplement, to all existing and future Senior Indebtedness (as
defined in the applicable Prospectus Supplement) of the Company.
The Debt Securities to be offered by this Prospectus are limited to
$250,000,000 in aggregate public offering price. The Indenture does not
limit the amount of Debt Securities that may be issued thereunder and
provides that Debt Securities may be issued thereunder from time to time in
one or more series. All Debt Securities of one series need not be issued at
the same time and, unless otherwise provided, a series may be reopened,
without the consent of any Holder, for issuances of additional Debt
Securities of such series. (Section 301) The Indenture provides that there
may be more than one Trustee thereunder, each with respect to one or more
series of Debt Securities.
Reference is made to the Prospectus Supplement relating to the Offered
Debt Securities for the following terms, where applicable, of the Offered
Debt Securities: (1) the title of the Offered Debt Securities or series of
which they are a part; (2) the aggregate principal amount of the Offered
Debt Securities and any limit on the aggregate principal amount of the
Offered Debt Securities; (3) the Person to whom any interest on an Offered
Debt Security of the series shall be payable, if other than the Person in
whose name that Offered Debt Security (or one or more predecessor Debt
Securities) is registered at the close of business on the Regular Record
Date for such series, (4) the date or dates, or the method or methods, if
any, by which such date or dates shall be determined, on which the
principal of (and
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<PAGE>
premium, if any, on) such Offered Debt Securities will be payable; (5) the
rate or rates (which may be fixed, floating or adjustable) or the method of
determination thereof, at which the Offered Debt Securities will bear
interest, if any, the date or dates from which such interest will accrue or
method by which such date or dates shall be determined, the Interest
Payment Dates on which any such interest will be payable, the Regular
Record Date, if any, for any such interest payable on any Interest Payment
Date, or the method by which such date or dates shall be determined, and
the basis upon which interest shall be calculated if other than that of a
360-day year of twelve 30-day months; (6) the place or places where the
principal of and any premium and interest on such Offered Debt Securities
will be payable; (7) the period or periods within which, the price or
prices at which, the currencies, currency units or composite currencies in
which, and the other terms and conditions upon which such Offered Debt
Securities may be redeemed, in whole or in part, at the option of the
Company; (8) the obligation, if any, of the Company to redeem, repay or
purchase any of such Offered Debt Securities pursuant to any sinking fund
or analogous provisions or at the option of a Holder thereof, and the
period or periods within which, the price or prices at which and the other
terms and conditions upon which any of such Offered Debt Securities will be
redeemed, repaid or purchased, in whole or in part, pursuant to any such
obligation; (9) the denominations in which such Offered Debt Securities
will be issuable, if other than denominations of $1,000 and any integral
multiple thereof; (10) if other than the currency of the United States of
America, the foreign currencies, currency units or composite currencies in
which the principal of or any premium or interest on such Offered Debt
Securities will be payable (and the manner in which the equivalent of the
principal amount thereof in the currency of the United States of America is
to be determined for any purpose, including for the purpose of determining
the principal amount deemed to be outstanding at any time); (11) if the
amount of payments of principal of or any premium or interest on such
Offered Debt Securities ("Indexed Debt Securities") may be determined with
reference to an index, pursuant to a formula, or pursuant to other methods,
the manner in which such amounts will be determined; (12) if the principal
of or any premium or interest on such Offered Debt Securities is to be
payable, at the election of the Company or a Holder thereof, in one or more
currencies, currency units or composite currencies other than those in
which the Offered Debt Securities are stated to be payable, the currencies,
currency units or composite currencies in which payment of any such amount
as to which such election is made will be payable, and the periods within
which and the terms and conditions upon which such election is to be made;
(13) if other than the entire principal amount thereof, the portion of the
principal amount of such Offered Debt Securities which will be payable upon
declaration of acceleration of the Maturity thereof pursuant to the
Indenture or, if applicable, the portion of the principal amount of Offered
Debt Securities that is convertible into or exchangeable for other
securities or the method by which such portion will be determined; (14) if
applicable, that such Offered Debt Securities are subject to defeasance or
covenant defeasance (each as hereinafter defined) as provided in the
Indenture; (15) whether such Offered Debt Securities are convertible into
or exchangeable for Common Stock or other securities and the terms and
conditions upon which such conversion or exchange may be effected; (16)
whether any of the Offered Debt Securities of the series will be issued in
whole or in part in book-entry form and, in such case, the depositary for
such book-entry security or securities and the circumstances, if any, in
addition to the circumstances (if applicable) described below under
"--Book-Entry Debt Securities," under which any such book-entry Debt
Securities may be registered in the name of a Person other than such
depositary or its nominee; (17) whether Offered Debt Securities of any
series are to be issuable as registered securities, bearer securities or
alternatively as bearer and registered securities and whether the bearer
securities are to be issuable with coupons, without coupons or both, and
any restrictions applicable to the offer, sale or delivery of the bearer
securities and the terms, if any, upon which bearer securities of the
series may be exchanged for registered securities of the series and vice
versa; (18) if any of the Offered Debt Securities of a series are to be
issuable as bearer securities, the date as of which any such bearer
securities shall be dated, if other than the date of original issuance of
the first of such bearer securities to be issued; (19) provisions, if any,
granting special rights to the Holders of such Offered Debt Securities upon
the occurrence of such events as may be specified; (20) any addition to, or
modification or deletion of, any Events of Default or covenants provided
for with respect to the Offered Debt Securities; (21) the terms, if any,
pursuant to which the Offered Debt Securities will be made subordinate in
right of payment to all Senior Indebtedness of the Company, and the
definition of any such Senior Indebtedness; (22) whether the payment of
principal, premium and interest, if any, and other
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<PAGE>
amounts due under the Indenture, and performance of the Company's other
obligations under the Indenture, will be guaranteed by one or more
guarantors, including subsidiaries of the Company; and (23) any other terms
of such Securities, whether or not consistent with the provisions of the
Indenture. (Section 301)
Unless otherwise indicated in the Prospectus Supplement relating to
Offered Debt Securities, the principal of, premium, if any, or interest, if
any, on the Debt Securities initially will be payable, and the Debt
Securities initially will be exchangeable and transfers thereof initially
will be registrable, at the office of the Trustee specified under
"--Concerning the Trustee," provided that, at the option of the Company,
payment of interest may be made by check mailed to the address of the
Person entitled thereto as it appears in the Security Register or by wire
transfer to an account maintained by the Person entitled thereto located in
the United States. (Sections 305, 307 and 1002). Any payment of principal
and any premium or interest required to be made on an Interest Payment
Date, Redemption Date or at Maturity which is not a Business Day need not
be made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the Interest Payment Date,
Redemption Date or at Maturity, as the case may be, and no interest shall
accrue for the period from and after such Interest Payment Date, Redemption
Date or Maturity. (Section 113)
All monies paid by the Company to the Trustee for the payment of
principal of (and premium, if any) or interest, if any, on any Debt
Security that remain unclaimed by the Holder of such Debt Security at the
end of two years after such principal, premium or interest shall become due
and payable will be repaid by the Trustee to the Company on demand, and
such Holder will thereafter look only to the Company for payment thereof.
(Section 1003)
Unless otherwise indicated in the Prospectus Supplement relating to
Offered Debt Securities, the Debt Securities will be issued only in fully
registered form, without coupons, in denominations of $1,000 or any
integral multiple thereof. (Section 302). No service charge will be made
for any transfer or exchange of the Debt Securities, but the Company may,
subject to certain exceptions, require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
(Section 305)
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities (as defined below) to be offered and sold at a
substantial discount from their stated principal amount. In addition, under
Treasury Regulations it is possible that Debt Securities which are offered
and sold at their stated principal amount would, under certain
circumstances, be treated as issued at an original issue discount for
federal income tax purposes. Federal income tax consequences and other
special considerations applicable to any such Original Issue Discount
Securities (or other Debt Securities treated as issued at an original issue
discount) will be described in the Prospectus Supplement relating thereto.
"Original Issue Discount Security" means a security, including any security
that does not provide for the payment of interest prior to Maturity, which
is issued at a price lower than the principal amount thereof and which
provides that upon redemption or acceleration of the Stated Maturity
thereof an amount less than the principal amount thereof shall become due
and payable. (Section 101)
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect
to Debt Securities of any series: (a) failure to pay principal of or
premium, if any, on any Debt Security of that series when due; (b) failure
to pay any interest on any Debt Security of that series when due, continued
for 30 days; (c) failure to deposit any sinking fund payment, when due, in
respect of any Debt Security of that series; (d) failure to perform any
other covenant of the Company in the Indenture (other than a covenant
included in the Indenture solely for the benefit of a series of Debt
Securities other than that series), continued for 60 days after written
notice as provided in the Indenture; (e) default under any bond, debenture,
note, mortgage, indenture or other instrument under which there may be
issued or by which there may be secured or evidenced any indebtedness for
money borrowed by the Company (or by a Significant
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<PAGE>
Subsidiary, the repayment of which the Company has guaranteed or for which
the Company is directly responsible or liable as obligor or guarantor),
having an aggregate principal amount outstanding of at least $20,000,000,
whether such indebtedness exists on the date of the Indenture or shall
thereafter be created, which default shall have resulted in such
indebtedness being declared due and payable prior to the date on which it
would otherwise have become due and payable, without such indebtedness
being discharged or such acceleration having been rescinded or annulled
within 30 days after written notice as provided in the Indenture; (f)
certain events in bankruptcy, insolvency or reorganization of the Company;
and (g) any other Event of Default provided with respect to Debt Securities
of that series. (Section 501). No Event of Default with respect to a
particular series of Debt Securities issued under the Indenture necessarily
constitutes an Event of Default with respect to any other series of Debt
Securities issued thereunder.
If an Event of Default with respect to Outstanding Debt Securities of
any series shall occur and be continuing, either the Trustee or the Holders
of at least 25% in aggregate principal amount of the Outstanding Debt
Securities of that series may declare the principal amount (or, if the Debt
Securities of that series are Original Issue Discount Securities or Indexed
Debt Securities, such portion of the principal amount as may be specified
in the terms of that series) of and accrued interest on all the Debt
Securities of that series to be due and payable immediately by notice in
writing to the Company (and to the Trustee, if given by the Holders). At
any time after a declaration of acceleration with respect to Debt
Securities of any series has been made, but before a judgment or decree
based on acceleration has been obtained, the Holders of a majority in
principal amount of the Outstanding Debt Securities of that series may,
under certain circumstances, rescind and annul such acceleration by written
notice. (Section 502). For information as to waiver of defaults, see
"Modification and Waiver."
Reference is made to the Prospectus Supplement relating to each series
of Offered Debt Securities which are Original Issue Discount Securities or
Indexed Debt Securities for the particular provisions relating to
acceleration of the Maturity of a portion of the principal amount of such
Original Issue Discount Securities or Indexed Debt Securities upon the
occurrence of an Event of Default and the continuation thereof.
The Trustee shall, within 90 days after the occurrence of a default
with respect to Debt Securities of any series, give all Holders of Debt
Securities of such series then Outstanding notice of all uncured defaults
known to it (the term default to mean the events specified above without
grace periods), provided that, except in the case of a default in the
payment of principal of or any premium or interest on any Debt Security of
any series, or in the payment of any sinking fund installment with respect
to Debt Securities of any series, the Trustee shall be protected in
withholding such notice if it in good faith determines that the withholding
of such notice is in the interest of all Holders of Debt Securities of such
series then outstanding. (Trust Indenture Act of 1939)
The Indenture provides that the Trustee will be under no obligation,
subject to the duty of the Trustee during a default to act with the
required standard of care, to exercise any of its rights or powers under
the Indenture at the request or direction of any of the Holders of the Debt
Securities of any series, unless such Holders shall have offered to the
Trustee reasonable security or indemnity against costs, expenses and
liabilities which might be incurred by it in compliance with such request.
(Section 601). Subject to such provisions for indemnification of the
Trustee, the Holders of a majority in principal amount of the Outstanding
Debt Securities of any series will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee,
with respect to the Debt Securities of that series. (Section 512)
Under the Indenture, the Company is required to furnish to the Trustee
annually a statement by certain officers of the Company to the effect that
to the best of their knowledge the Company is not in default in the
fulfillment of any of its obligations under the Indenture or, if there has
been a default in the fulfillment of any such obligation, specifying such
default. (Section 1005)
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COVENANTS
The particular covenants, if any, relating to any series of Debt
Securities will be described in the Prospectus Supplement relating to such
series. If any such covenants are described, the Prospectus Supplement will
also state whether the "covenant defeasance" provisions described below
also apply.
CONSOLIDATION, MERGER AND TRANSFER OF ASSETS
Under the Indenture, without consent of the Holders, the Company may
not consolidate with or merge with or into any other Person, and the
Company may not sell, lease or convey all or substantially all of its
assets to another Person, unless (i) (a) in the case of a merger, the
Company is the surviving corporation in the merger, or (b) the Person (if
other than the Company) surviving the merger, formed by such consolidation
or which acquires such assets is an entity organized and existing under the
laws of the United States of America or a state thereof and the District of
Columbia and expressly assumes payment of the principal of and any premium
and interest on the Debt Securities and the performance and observance of
all of the covenants and conditions of the Indenture to be performed or
observed by the Company and (ii) immediately thereafter, no Event of
Default or event which, with notice or lapse of time or both, would
constitute an Event of Default shall have occurred and shall be continuing.
(Article Eight)
In the event of any transaction (other than a lease) described in and
complying with the conditions listed in the immediately preceding paragraph
in which the Company is not the surviving company, the successor entity
would be substituted for the Company and the Company would be relieved of
any obligations and covenants under the Indenture and the Debt Securities.
SATISFACTION, DISCHARGE AND DEFEASANCE
Satisfaction and Discharge. The Indenture, with respect to any series
of Debt Securities (except for certain specified surviving obligations,
including (A) any rights of registration of transfer and exchange and (B)
rights to receive the principal, premium, if any, and interest, if any, on
the Debt Securities) will be discharged and canceled upon the satisfaction
of certain conditions, including the following: (i) all Debt Securities
have been theretofore authenticated and delivered to the Trustee for
cancellation or (ii) (a) all Debt Securities of such series not theretofore
delivered to the Trustee for cancellation have become due or payable, will
become due and payable at their Stated Maturity within one year or are to
be called for redemption within one year and (b) the deposit with such
Trustee of an amount sufficient to pay the principal, premium, if any, and
interest, if any, to the Stated Maturity or Redemption Date, as the case
may be, of all Debt Securities of such series. (Section 401)
Defeasance and Covenant Defeasance. If so specified in the Prospectus
Supplement with respect to Debt Securities of any series, the Company at
its option, (i) will be discharged from any and all obligations in respect
of the Debt Securities of such series (except for certain obligations to
register the transfer or exchange of Debt Securities of such series,
replace stolen, lost or mutilated Debt Securities of such series, maintain
certain offices or agencies in each Place of Payment and hold moneys for
payment in trust) ("defeasance"), or (ii) will not be subject to provisions
of the Indenture described above under "-- Consolidation, Merger and
Transfer of Assets" and certain other restrictive covenants included in the
applicable Prospectus Supplement with respect to the Debt Securities of
such series ("covenant defeasance"), in each case if the Company
irrevocably deposits with the Trustee, in trust, money or U.S. Government
Obligations which through the payment of interest thereon and principal
thereof in accordance with their terms will provide money in an amount
sufficient (in the opinion of independent public accountants) to pay all
the principal (including any mandatory sinking fund payments) of, and
premium, if any, and interest, if any, on, the Debt Securities of such
series on the dates such payments are due in accordance with the terms of
such Debt Securities. To exercise either defeasance or covenant defeasance,
among other things, (1) in the case of defeasance, the Company shall have
delivered to the Trustee an opinion of independent counsel in the United
States stating that (a) the Company has
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received from, or there has been published by, the Internal Revenue Service
a ruling or (b) since the date of the Indenture, there has been a change in
the applicable federal income tax law or the judicial interpretation
thereof by a U.S. federal court of competent jurisdiction, in either case
to the effect that, and based thereon such opinion of independent counsel
in the United States shall confirm that, the Holders of the Outstanding
Debt Securities will not recognize income, gain or loss for federal income
tax purposes as a result of such defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such defeasance had not occurred, (2) in the
case of covenant defeasance, the Company shall have delivered to the
Trustee an opinion of independent counsel in the United States to the
effect that the Holders of the Outstanding Debt Securities will not
recognize income, gain or loss for federal income tax purposes as a result
of such covenant defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have
been the case if such covenant defeasance had not occurred and (3) no Event
of Default, or event which with notice or lapse of time or both would
become an Event of Default, with respect to the Debt Securities of such
series shall have occurred and shall be continuing on the date of such
deposit or, insofar as Events of Default of the type described in clause
(f) of the first paragraph under "Events of Default" above are concerned,
at any time during the period ending on the 91st day after the date of such
deposit (it being understood that the condition contained in this clause
(3) shall not be deemed satisfied until the expiration of such period).
(Article Fourteen)
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the
Company and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of each
series affected by such modification or amendment; provided, however, that
no such modification or amendment may, without the consent of the Holder of
each Outstanding Debt Security affected thereby, (a) change the Stated
Maturity of the principal of (or premium, if any) or any installment of
principal of or interest on any Debt Security or the date, if any, on which
any Debt Security is subject to repayment at the option of the Holder, (b)
reduce the principal amount of, or any premium or interest on, or the rate
of interest on, any Debt Security, (c) reduce the amount of principal of an
Original Issue Discount Security or other Debt Security payable upon
acceleration of the Maturity thereof, (d) change the place or currency of
payment of principal of, or any premium or interest on, any Debt Security,
(e) impair the right to institute suit for the enforcement of any payment
on or after the Stated Maturity thereof (or, in the case of redemption, on
or after the Redemption Date or, in the case of repayment at the option of
the Holder, on or after the date fixed for repayment, (f) reduce the
percentage in principal amount of Outstanding Debt Securities of any
series, the consent of whose Holders is required for modification or
amendment of the Indenture, (g) reduce the percentage in principal amount
of Outstanding Debt Securities of any series, the consent of whose Holders
is required for any waiver (of compliance with certain provisions of the
Indenture or certain defaults thereunder and their consequences) provided
for in the Indenture or (h) modify any of the provisions relating to
supplemental indentures, waiver of past defaults or waiver of certain
covenants, except to increase any such percentage or to provide that
certain other provisions of the Indenture cannot be modified or waived
without the consent of the Holder of each outstanding Debt Security
affected thereby or, in the case of the Subordinated Debt Securities,
modify any of the provisions of the Indenture relating to the subordination
or to the applicable definition of "Senior Indebtedness" in a manner
adverse to the Holders of such Subordinated Debt Securities. (Section 902)
Modifications and amendments of the Indenture may be made by the
Company and the Trustee without the consent of any Holder of Debt
Securities for, among other things, any of the following purposes: (i) to
evidence the succession of another Person to the Company and the assumption
by any such successor of the covenants of the Company in the Indenture and
in the Debt Securities as obligor under the Indenture; (ii) to add to the
covenants of the Company for the benefit of the Holders of all or any
series of Debt Securities or to surrender any right or power conferred upon
the Company in the Indenture; (iii) to add additional Events of Default;
(iv) to add or change any provisions of the Indenture to such extent as
shall be necessary to permit or facilitate the issuance of Debt Securities
in bearer form,
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registrable or not registrable as to principal, and with or without
interest coupons, to change or eliminate any restrictions on the payment of
principal of, or any premium or interest on, bearer securities, to permit
bearer securities to be issued in exchange for registered securities, to
permit bearer securities to be exchanged for bearer securities of other
authorized denominations, or to permit or facilitate the issuance of Debt
Securities in uncertificated form, provided that any such action shall not
adversely affect the interests of the Holders of Debt Securities of any
series in any material respect; (v) to add to, change or eliminate any of
the provisions of the Indenture in respect of one or more series of Debt
Securities, provided that, any such addition, change or elimination (1)
shall neither (A) apply to any Debt Security of any series created prior to
the execution of such supplemental indenture and entitled to the benefit of
such provision nor (B) modify the rights of the Holder of any such Debt
Security with respect to such provision or (2) shall become effective only
when there is no such Debt Security outstanding; (vi) to evidence and
provide for the acceptance of appointment under the Indenture by a
successor Trustee with respect to the Debt Securities of one or more series
and to add to or change any of the provisions of the Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
under the Indenture by more than one Trustee; (vii) to secure the Debt
Securities; (viii) to supplement any of the provisions of the Indenture to
such extent as shall be necessary to permit or facilitate the defeasance,
covenant defeasance or satisfaction and discharge of any series of Debt
Securities pursuant to the Indenture; provided, that any such action shall
not adversely affect the interests of the Holders of Debt Securities of
such series or any other series of Debt Securities in any material respect;
(ix) to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be inconsistent with any other provision in the
Indenture, or to make any other provisions with respect to matters or
questions arising under the Indenture, provided that such action shall not
adversely affect the interests of the Holders of Debt Securities of any
series in any material respect; (x) to add a guarantor or guarantors for
any or all series of Debt Securities; (xi) to comply with the requirements
of the Commission in order to effect or maintain the qualification of the
Indenture under the Trust Indenture Act of 1939; and (xii) to establish the
form or terms of any series of Debt Securities. (Section 901)
The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series may on behalf of the Holders of
all Debt Securities of that series waive any past default under the
Indenture with respect to that series, except a default in the payment of
the principal of or premium, if any, or interest on any Debt Security of
that series or in respect of a provision which under the Indenture cannot
be modified or amended without the consent of the Holder of each
Outstanding Debt Security of that series affected. (Section 513)
CONVERSION RIGHTS
The terms and conditions, if any, upon which the Debt Securities are
convertible into Common Stock or any other security will be set forth in
the applicable Prospectus Supplement relating thereto. Such terms will
include whether such Debt Securities are convertible into Common Stock or
any other security, the conversion price (or manner of calculation
thereof), the conversion period, provisions as to whether conversion will
be at the option of the Holders or the Company, the events requiring an
adjustment of the conversion price and provisions affecting conversion in
the event of the redemption of such Debt Securities.
GOVERNING LAW
The Indenture and the Debt Securities will be governed by, and
construed in accordance with, the law of the State of New York, but without
regard to principles of conflicts of law. (Section 112)
CONCERNING THE TRUSTEE
_______________, with its principal offices at ________________, will
act as Trustee for the benefit of the Holders of the Debt Securities under
the Indenture.
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The Trustee may resign or be removed with respect to one or more
series of Debt Securities and a successor Trustee may be appointed to act
with respect to such series. (Section 610) In the event that two or more
Persons are acting as Trustee with respect to different series of Debt
Securities under the Indenture, each such Trustee shall be a Trustee of a
trust thereunder separate and apart from the trust administered by any
other such Trustee (Section 611), and any action described herein to be
taken by the "Trustee" may then be taken by each such Trustee with respect
to, and only with respect to, the one or more series of Debt Securities for
which it is Trustee.
BOOK-ENTRY DEBT SECURITIES
Debt Securities of a series may be issued in whole or in part in
global form that will be deposited with, or on behalf of, a depository
identified in the applicable Prospectus Supplement. Global Debt Securities
may be issued in either registered or bearer form and in either temporary
or permanent form (each a "Global Security"). Unless otherwise provided in
the applicable Prospectus Supplement, Debt Securities that are represented
by a Global Security will be issued in denominations of $1,000 and any
integral multiple thereof, and will be issued in registered form only,
without coupons. Payments of principal of (and premium, if any) and
interest, if any, on Debt Securities represented by a Global Security will
be made by the Company to the Trustee, and then by such Trustee to the
depository.
The Company anticipates that any Global Securities will be deposited
with, or on behalf of, The Depository Trust Company ("DTC"), New York, New
York, that such Global Securities will be registered in the name of DTC's
nominee, and that the following provisions will apply to the depository
arrangements with respect to any such Global Securities. Additional or
differing terms of the depository arrangement will be described in the
prospectus supplement.
So long as DTC or its nominee is the registered owner of a Global
Security, DTC or its nominee, as the case may be, will be considered the
sole Holder of the Debt Securities represented by such Global Security for
all purposes under the Indenture. Except as provided below, owners of
beneficial interests in a Global Security will not be entitled to have Debt
Securities represented by such Global Security registered in their names,
will not receive or be entitled to receive physical delivery of Debt
Securities in certificated form and will not be considered the owners or
Holders thereof under the Indenture. The laws of some states may require
that certain purchasers of securities take physical delivery of such
securities in certificated form; such laws may limit the transferability of
beneficial interests in a Global Security.
If (i) DTC is at any time unwilling, unable or ineligible to continue
as depository for the Debt Securities of any series and a successor
depository is not appointed by the Company within 90 days following notice
to the Company; (ii) the Company determines, in its sole discretion, not to
have the Debt Securities of any series represented by one or more Global
Securities, or (iii) an Event of Default under the Indenture has occurred
and is continuing with respect to the Debt Securities of any series, then
the Company will issue individual Debt Securities of such series in
certificated form in exchange for the relevant Global Securities. In any
such instance, an owner of a beneficial interest in a Global Security will
be entitled to physical delivery of individual Debt Securities of such
series in certificated form of like tenor and rank, equal in principal
amount to such beneficial interest and to have such Debt Securities in
certificated form registered in its name. Unless otherwise provided in the
applicable Prospectus Supplement, Debt Securities so issued in certificated
form will be issued in denominations of $1,000 or any integral multiple
thereof and will be issued in registered form only, without coupons.
The following is based on information furnished by DTC:
In the event that DTC acts as securities depository for any Debt
Securities, such Debt Securities will be issued as fully registered
securities registered in the name of Cede & Co. (DTC's nominee). One
fully registered Debt Security certificate may be issued with respect
to up to $200 million aggregate principal amount of the Debt
Securities of a series, and an
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additional certificate will be issued with respect to any remaining
principal amount of such series.
DTC is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the
New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC holds securities
that its participants ("Participants") deposit with DTC. DTC also
facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants'
accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities
brokers and dealers, banks, trust companies, clearing corporations and
certain other organizations ("Direct Participants"). DTC is owned by a
number of its Direct Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc. Access to the DTC system is also available
to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with
a Direct Participant, either directly or indirectly ("Indirect
Participants") . The rules applicable to DTC and its Participants are
on file with the Commission.
Purchases of Debt Securities under the DTC system must be made by
or through Direct Participants, which will receive a credit for the
Debt Securities on DTC's records. The ownership interest of each
actual purchaser of each Debt Security ("Beneficial Owner") is in turn
recorded on the Direct and Indirect Participants' records. A
Beneficial Owner does not receive written confirmation from DTC of its
purchase, but such Beneficial Owner is expected to receive a written
confirmation providing details of the transaction, as well as periodic
statements of its holdings, from the Direct or Indirect Participant
through which such Beneficial Owner entered into the transaction.
Transfers of ownership interests in Debt Securities are accomplished
by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in Debt Securities, except in
the limited circumstances described above.
To facilitate subsequent transfers, the Debt Securities are
registered in the name of DTC's nominee, Cede & Co. The deposit of the
Debt Securities with DTC and their registration in the name of Cede &
Co. effects no change in beneficial ownership. DTC has no knowledge of
the actual Beneficial Owners of the Debt Securities; DTC's records
reflect only the identity of the Direct Participants to whose accounts
Debt Securities are credited, which may or may not be the Beneficial
Owners. The Participants remain responsible for keeping account of
their holdings on behalf of their customers.
Delivery of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial owners are
governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Redemption notices shall be sent to Cede & Co. If less than all
of the Debt Securities within an issue are being redeemed, DTC's
practice is to determine by lot the amount of interest of each Direct
Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. consents or votes with respect to the
Debt Securities. Under its usual procedures, DTC mails a proxy (an
"Omnibus Proxy") to the issuer as soon as possible after the record
date. The Omnibus Proxy assigns Cede & Co.'s consenting or
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voting rights to those Direct Participants to whose accounts the Debt
Securities are credited on the record date (identified on a list
attached to the Omnibus Proxy).
Payments of principal of (and premium, if any) and interest on
the Debt Securities will be made to DTC. DTC's practice is to credit
Direct Participants' accounts on the payable date in accordance with
their respective holdings as shown on DTC's records unless DTC has
reason to believe that it will not receive payment on the payable
date. Payments by Participants to Beneficial Owners will be governed
by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or
registered in "street name", and will be the responsibility of such
Participant and not of DTC, any Paying Agent or the Company, subject
to any statutory or regulatory requirements as may be in effect from
time to time. Payment of principal (and premium, if any) and interest,
if any, to DTC will be the responsibility of the Company or the
applicable Paying Agent, disbursement of such payments to Direct
Participants will be the responsibility of DTC, and disbursement of
such payments to the Beneficial Owners will be the responsibility of
Direct and Indirect Participants.
DTC may discontinue providing its services as securities
depository with respect to the Debt Securities at any time by giving
reasonable notice to the Company or the applicable Paying Agent. Under
such circumstances, in the event that a successor securities
depository is not appointed, Debt Securities in certificated form are
required to be prepared and delivered as described above.
The Company may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities
depository). In that event, Debt Securities in certificated form will
be prepared and delivered as described above.
The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources (including DTC) that the Company
believes to be reliable, but neither the Company nor any underwriter or
agent takes any responsibility for the accuracy thereof.
None of the Company, any underwriter or agent, the Trustee or any
applicable Paying Agent will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
interests in a Global Security, or for maintaining, supervising or
reviewing any records relating to such beneficial interests.
DESCRIPTION OF COMMON STOCK
GENERAL
The following summary of the Company's capital stock does not purport
to be complete and is subject in all respects to applicable Delaware law
and to the provisions of the Company's Amended and Restated Certificate of
Incorporation (the "Amended and Restated Certificate of Incorporation") and
the Company's Amended and Restated By-Laws (the "Amended and Restated
By-Laws"), copies of which have been filed with the Commission and may be
obtained as described under "Available Information."
The authorized capital stock of the Company consists of 50,000,000
shares of Common Stock, par value $.01 per share, and 5,000,000 shares of
preferred stock, par value $.01 per share (the "Preferred Stock"). As of
January 30, 1998, 24,542,703 shares of Common Stock were issued and
outstanding and no shares of Preferred Stock were issued and outstanding.
All outstanding shares of Common Stock are fully paid and non-assessable.
The Common Stock is traded on the NYSE under the symbol "SOL."
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DIVIDEND RIGHTS
Holders of the Common Stock are entitled to receive such dividends as
may be declared from time to time by the Board of Directors of the Company
out of funds legally available therefor, after payment of dividends
required to be paid on outstanding Preferred Stock, if any.
VOTING RIGHTS
Holders of the Common Stock are entitled to one vote per share on all
matters to be voted upon by the Company's stockholders, including the
election of directors. The Amended and Restated Certificate of
Incorporation does not provide for cumulative voting in the election of
directors. The issuance of any shares of Preferred Stock may result in
dilution of voting power.
LIQUIDATION RIGHTS
In the event of the liquidation, dissolution or winding up of the
Company, holders of Common Stock are entitled to share ratably in all
assets remaining after payment of liabilities, subject to prior
distribution rights of Preferred Stock then outstanding, if any.
PREEMPTIVE RIGHTS
The Common Stock has no preemptive, conversion or redemption rights.
CERTAIN CHARTER AND BY-LAW PROVISIONS
The Amended and Restated Certificate of Incorporation, the Amended and
Restated By-Laws and Delaware law contain certain provisions that could
make more difficult the acquisition of the Company by means of a tender
offer, a proxy contest or otherwise.
Preferred Stock. The Board of Directors of the Company is authorized
without further stockholder action to provide for the issuance from time to
time of up to 5,000,000 shares of Preferred Stock, in one or more classes
or series. The issuance of Preferred Stock, while providing flexibility in
connection with possible acquisitions and other corporate purposes, could,
under certain circumstances, make it more difficult for a third party to
gain control of the Company, discourage bids for the Common Stock at a
premium, or otherwise adversely affect the market price of the Common
Stock.
Advance Notice Provisions for Stockholder Nominations and Stockholder
Proposals. The Amended and Restated By-Laws establish an advance notice
procedure for stockholders to make nominations of candidates for election
as directors, or to bring other business before an annual meeting of
stockholders of the Company (the "Stockholder Notice Procedure").
The Stockholder Notice Procedure provides that only persons who are
nominated by, or at the direction of, the Company's Board of Directors, or
by a stockholder who has given timely written notice to the Secretary of
the Company prior to the meeting at which directors are to be elected, will
be eligible for election as directors of the Company. The Stockholder
Notice Procedure provides that at an annual meeting only such business may
be conducted as has been specified in the notice of the meeting given by,
or at the direction of, the Company's Board of Directors (or any duly
authorized committee thereof) or by a stockholder who has given timely
written notice to the Secretary of the Company of such stockholder's
intention to bring such business before such meeting.
Section 203 of Delaware Law. Section 203 of the General Corporation
Law of the State of Delaware (the "DGCL") prevents an "interested
stockholder" (defined as a person who, together with affiliates and
associates, beneficially owns (or within three years, did beneficially own)
15% or more of a corporation's outstanding voting stock) from engaging in a
"business combination" (as defined) with a Delaware corporation for three
years following the date such person became an interested stockholder
unless upon consummation of such transaction the interested stockholder
owns 85% of the voting stock of the
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corporation outstanding at the time the transaction commenced or unless the
business combination is, or the transaction in which such person became an
interested stockholder was, approved in a prescribed manner. A "business
combination" generally includes mergers, stock or asset sales and other
transactions resulting in a financial benefit to the "interested
stockholder."
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is Boston
Equiserve L.P.
PLAN OF DISTRIBUTION
The Company may sell Securities to or through one or more underwriters
or dealers, directly to institutional investors or other purchasers,
through agents, or through a combination of such or other methods. The
distribution of the Securities may be effected from time to time in one or
more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
If underwriters are used in the sale, the Securities will be acquired
by the underwriters for their own account and may be resold from time to
time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of
sale. The Securities may be offered to the public either through
underwriting syndicates represented by one or more managing underwriters or
directly by one or more firms acting as underwriters. The underwriter or
underwriters with respect to a particular underwritten offering of
Securities will be named in the Prospectus Supplement relating to such
offering and, if an underwriting syndicate is used, the managing
underwriter or underwriters will be set forth on the cover of such
Prospectus Supplement. Unless otherwise set forth in the Prospectus
Supplement, the obligations of the underwriters to purchase the Securities
will be subject to certain conditions precedent and the underwriters will
be obligated to purchase all the Securities if any are purchased.
The Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the
offer or sale of the Securities in respect of which this Prospectus is
delivered will be named, and any commissions payable by the Company to such
agent will be set forth, in the Prospectus Supplement relating thereto.
Unless otherwise indicated in the Prospectus Supplement, any such agent
will be acting on a best efforts basis for the period of its appointment.
In connection with the sale of Securities, underwriters or agents may
receive compensation from the Company or from purchasers of Securities for
whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters may sell Securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions
or commissions from the underwriters and/or commissions from the purchasers
for whom they may act as agents. Underwriters, dealers and agents that
participate in the distribution of Securities may be deemed to be
underwriters, and any discounts or commissions received by them from the
Company and any profit on the resale of Securities by them may be deemed to
be underwriting discounts and commissions, under the Securities Act. Any
such underwriter or agent will be identified, and any such compensation
received from the Company will be described, in the related Prospectus
Supplement.
If so indicated in the related Prospectus Supplement, the Company will
authorize underwriters or other persons acting as the Company's agents to
solicit offers by certain institutions to purchase Securities from the
Company at the public offering price set forth in the Prospectus Supplement
pursuant to contracts providing for payment and delivery on a future date.
Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and other institutions, but in all
cases such institutions must be approved by the Company. The obligations of
any purchaser under any such contract will be
15
<PAGE>
subject to the condition that the purchase of the Securities shall not at
the time of delivery be prohibited under the laws of the jurisdiction to
which such purchaser is subject. The underwriters and such other agents
will not have any responsibility in respect of the validity or performance
of such contracts.
Under agreements which may be entered into by the Company,
underwriters and agents who participate in the distribution of Securities
may be entitled to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to
contribution by the Company with respect to payments they may be required
to make in respect thereof.
Certain of the underwriters or agents and their affiliates may engage
in transactions with and perform services for the Company or its affiliates
in the ordinary course of their respective businesses.
If underwriters or dealers are used in the sale, until the
distribution of the Securities is completed, rules of the Securities and
Exchange Commission may limit the ability of any such underwriters and
certain selling group members, if any, to bid for and purchase the
Securities. As an exception to these rules, representatives of any
underwriters are permitted to engage in certain transactions that stabilize
the price of the Securities. Such transactions may consist of bids or
purchases for the purpose of pegging, fixing or maintaining the price of
the Securities.
If the underwriters create a short position in the Securities in
connection with the offerings, i.e., if they sell more Securities than are
set forth on the cover page of the Prospectus Supplement, the
representatives of the underwriters may reduce that short position by
purchasing Securities in the open market. The representatives of the
underwriters may also elect to reduce any short position by exercising all
or part of any over-allotment option, if any, described in the Prospectus
Supplement.
In general, purchases of a security for the purpose of stabilization
or to reduce a short position could cause the price of the security to be
higher than it might be in the absence of such purchases. Neither the
Company nor any underwriter or agent makes any representation or prediction
as to the direction or magnitude of any effect that the transactions
described above may have on the price of the Securities. In addition,
neither the Company nor any underwriter or agent makes any representation
that the representatives of any underwriters will engage in such
transactions or that such transactions, once commenced, will not be
discontinued without notice.
The representatives of the underwriters may also impose a penalty bid
on certain underwriters and selling group members, if any. This means that
if the representatives of the underwriters purchase Securities in the open
market to reduce the underwriters' short position or to stabilize the price
of the Securities, they may reclaim the amount of the selling concession
from the underwriters and selling group members who sold those Securities
as part of the offering. The imposition of a penalty bid might also have an
effect on the price of the Securities to the extent that it discourages
resales of the Securities.
The Debt Securities may or may not be listed on a national securities
exchange or traded in the over-the-counter market. Any Common Stock sold
pursuant to a Prospectus Supplement will be listed on the NYSE, subject to
official notice of issuance. No assurances can be given as to the liquidity
of the trading market for any of such securities.
LEGAL MATTERS
The validity of the Debt Securities and the Common Stock will be
passed upon for the Company by Fried, Frank, Harris, Shriver & Jacobson (a
partnership including professional corporations), New York, New York.
16
<PAGE>
EXPERTS
The consolidated financial statements and schedule of Sola
International Inc. appearing in Sola International Inc.'s Annual Report
(Form 10-K) for the year ended March 31, 1997, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in accounting
and auditing.
The combined financial statements of the Worldwide Ophthalmic Group of
American Optical Corporation appearing in Exhibit 99.2 of Sola
International Inc.'s Current Report (Form 8-K/A) dated as of May 6, 1996,
have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by
reference. Such combined financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
17
<PAGE>
==================================== ==================================
NO DEALER, SALESPERSON OR
OTHER INDIVIDUAL HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS NOT $250,000,000
CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING
COVERED BY THIS PROSPECTUS. IF
GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED SOLA INTERNATIONAL INC.
UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY OR ANY UNDERWRITER OR
AGENT. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR
A SOLICITATION OF AN OFFER TO BUY,
THE SECURITIES IN ANY JURISDICTION DEBT SECURITIES
WHERE, OR TO ANY PERSON TO WHOM, IT AND COMMON STOCK
IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS NOT BEEN
ANY CHANGE IN THE FACTS SET FORTH
IN THIS PROSPECTUS OR IN THE
AFFAIRS OF THE COMPANY SINCE THE
DATE HEREOF.
--------------------
------------------ PROSPECTUS
--------------------
TABLE OF CONTENTS
PAGE
----
Available Information........ 2
Incorporation of Certain
Documents by Reference..... 2
The Company.................. 3
Use of Proceeds.............. 3
Ratio of Earnings to
Fixed Charges.............. 3
Description of Debt
Securities................. 4 , 1998
Description of Common
Stock...................... 13
Plan of Distribution......... 15
Legal Matters................ 16
Experts...................... 16
==================================== ==================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission registration fee..... $73,750
Printing expenses....................................... *
Rating agency fees...................................... *
New York Stock Exchange listing fee..................... *
Trustee's fees.......................................... *
Legal fees and expenses................................. *
Accounting expenses..................................... *
Blue Sky fees and expenses.............................. *
Other................................................... *
---------
Total.......................................... $*
=========
- -------------------
[FN]
* Except for the Securities and Exchange Commission registration fee,
all of the foregoing expenses have been estimated.
</FN>
ITEM 15. 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.
II-1
<PAGE>
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 16. EXHIBITS
Set forth below is a list of the exhibits included as part of this
Registration Statement.
EXHIBIT
NO. DESCRIPTION
------- -----------
1.1** Form of Underwriting Agreement
4.1 Specimen Form of Company's Common Stock Certificate (Filed
as Exhibit 4.1 to the Registration Statement, as amended,
on Form S-1 of the Company (File No. 33-87892) and
incorporated herein by reference)
4.2 Amended and Restated Certificate of Incorporation of the
Company (Filed as Exhibit 3.1 to the Annual Report on Form
10-K of the Company, dated June 7, 1995, and incorporated
herein by reference)
4.3 Amended and Restated By-Laws of the Company (Filed as
Exhibit 3.1 to the Quarterly Report on Form 10-Q of the
Company for the quarter ended September 30, 1995 and
incorporated herein by reference)
4.4** Form of Indenture, relating to the Debt Securities
4.5** Form of Debt Security
4.6*** Form of Delayed Delivery Contract
5.1** Opinion of Fried, Frank, Harris, Shriver & Jacobson,
counsel to the Company, as to the validity of the
Securities being registered
12.1** Computation of Ratio of Earnings to Fixed Charges
23.1** Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5.1)
23.2* Consent of Ernst & Young LLP, independent auditors
23.3* Consent of Ernst & Young LLP, independent auditors
24.1* Powers of Attorney
25.1** Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939
- ---------------------
[FN]
* Filed Herewith
** To be filed in an amendment
*** To be filed in an amendment or as an exhibit to a document to be
incorporated or deemed to be incorporated by reference in the
Registration Statement.
</FN>
ITEM 17. 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:
II-2
<PAGE>
(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 this 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 this 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) under the Securities
Act of 1933 if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such information
in this registration statement;
provided, however, that the undertakings set forth in paragraphs
(1)(i) and (ii) above do 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 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 which remain unsold
at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, 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 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.
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 questions 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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in
II-3
<PAGE>
reliance upon Rule 430A and contained in a form of prospectus filed by
the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
Sola International Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 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 February 10, 1998.
SOLA INTERNATIONAL INC.
By: /s/ Steven M. Neil
----------------------------
Steven M. Neil
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
- --------------------------- Chairman of the Board February , 1998
Irving S. Shapiro
* President and Chief Executive February 10, 1998
- --------------------------- Executive Officer (Principal
John E. Heine Executive Officer), Director
/s/ Steven M. Neil Executive Vice President, February 10, 1998
- --------------------------- Chief Financial Officer,
Steven M. Neil Treasurer and Secretary
(Principal Financial and
Accounting Officer)
* Director February 10, 1998
- ---------------------------
Maurice J. Cunniffe
* Director February 10, 1998
- ---------------------------
Douglas D. Danforth
* Director February 10, 1998
- ---------------------------
A. William Hamill
* Director February 10, 1998
- ---------------------------
Hamish Maxwell
* Director February 10, 1998
- ---------------------------
Jackson L. Schultz
*By: /s/ Steven M. Neil
-----------------------
Steven M. Neil
Attorney-in-Fact
II-5
<PAGE>
EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- -----------
1.1** Form of Underwriting Agreement
4.1 Specimen Form of Company's Common Stock Certificate (Filed
as Exhibit 4.1 to the Registration Statement, as amended, on
Form S-1 of the Company (File No. 33-87892) and incorporated
herein by reference)
4.2 Amended and Restated Certificate of Incorporation of the
Company (Filed as Exhibit 3.1 to the Annual Report on Form
10-K of the Company, dated June 7, 1995, and incorporated
herein by reference)
4.3 Amended and Restated By-Laws of the Company (Filed as
Exhibit 3.1 to the Quarterly Report on Form 10-Q of the
Company for the quarter ended September 30, 1995 and
incorporated herein by reference)
4.4** Form of Indenture, relating to the Debt Securities
4.5** Form of Debt Security
4.6*** Form of Delayed Delivery Contract
5.1** Opinion of Fried, Frank, Harris, Shriver & Jacobson, counsel
to the Company, as to the validity of the Securities being
registered
12.1* Computation of Ratio of Earnings to Fixed Charges
23.1** Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5.1)
23.2* Consent of Ernst & Young LLP, independent auditors
23.3* Consent of Ernst & Young LLP, independent auditors
24.1* Powers of Attorney
25.1** Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939
- ---------------------
[FN]
* Filed Herewith
** To be filed in an amendment
*** To be filed in an amendment or as an exhibit to a document to be
incorporated or deemed to be incorporated by reference in the
Registration Statement.
</FN>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Sola
International Inc. for the registration of $250,000,000 of common stock
and/or debt securities and to the incorporation by reference therein of our
report dated May 6, 1997, 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, 1997, filed with the
Securities and Exchange Commission.
Palo Alto, California
February 9, 1998
/s/ Ernst & Young LLP
-------------------------
ERNST & YOUNG LLP
EXHIBIT 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Sola
International Inc. for the registration of $250,000,000 of common stock
and/or debt securities and to the incorporation by reference therein of our
report dated June 7, 1996, with respect to the combined financial
statements of the Worldwide Ophthalmic Group of American Optical
Corporation included in the Current Report on Form 8-K/A (Amendment No. 1)
of Sola International Inc. dated May 6, 1996, filed with the Securities and
Exchange Commission.
Palo Alto, California
February 9, 1998
/s/ Ernst & Young LLP
------------------------
ERNST & YOUNG LLP
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-3 to be filed in connection with the offering of common
stock and/or debt securities of Sola International Inc. and any and all
amendments (including post-effective amendments) to the Registration
Statement, and any subsequent registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, 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: February 10, 1998
/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/ Jackson L. Schultz
- --------------------------- --------------------------
Maurice J. Cunniffe Jackson L. Schultz
<PAGE>
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-3 to be filed in connection with the offering of common
stock and/or debt securities of Sola International Inc. and any and all
amendments (including post-effective amendments) to the Registration
Statement, and any subsequent registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, 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: February 5, 1998
- --------------------------- --------------------------
Irving S. Shapiro Douglas D. Danforth
- --------------------------- --------------------------
John E. Heine A. William Hamill
- --------------------------- --------------------------
Steven M. Neil Hamish Maxwell
/s/ Maurice J. Cunniffe
- --------------------------- --------------------------
Maurice J. Cunniffe Jackson L. Schultz
