<PAGE>
As filed with the Securities and Exchange Commission on June 6, 1997
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
SAMSONITE CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 36-3511556
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
11200 EAST 45TH AVENUE
DENVER, COLORADO 80239
(303) 373-2000
(Address, including zip code, and telephone number, including area code,
of Registrant's Principal Executive Offices)
_________________________
EMPLOYMENT AGREEMENT BETWEEN SAMSONITE CORPORATION
AND RICHARD R. NICOLOSI
(Full title of the Plan)
_________________________
JOHN P. MURTAGH
SAMSONITE CORPORATION
11200 EAST 45TH AVENUE
DENVER, COLORADO 80239-3018
(303) 373-6174
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
_________________________
COPIES TO:
JEFFREY M. KNETSCH
BROWNSTEIN HYATT FARBER & STRICKLAND, P.C.
410 SEVENTEENTH STREET, 22ND FLOOR
DENVER, COLORADO 80202
(303) 534-6335
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share(1) Price(1) Registration Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 60,000 $45.125 $2,707,500 $821
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act of 1933 (the "Act") on the basis of the average of the high
and low price per share of Common Stock on the National Market System of
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") as of June 2, 1997 (within 5 business days prior to filing this
Registration Statement).
Approximate Date of Commencement of Proposed Sales Pursuant to the Plan:
-----------------------------------------------------------------------
As soon as practicable after the effective date of this Registration
Statement.
This Registration Statement shall be deemed to cover securities resulting
from stock splits, stock dividends or similar transactions as provided by
Rule 416 of the Act.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
contained in this Registration Statement also relates to securities
previously registered by the Registrant on Form S-8 on June 7, 1996 (File
No. 333-05467), on January 6, 1997 (File No. 333-19281), and on January 30,
1997 (File No. 333-20775).
<PAGE>
PROSPECTUS
- ----------
SAMSONITE CORPORATION
1,358,732 Shares of Common Stock
This Prospectus is being used in connection with the offering from time to
time of up to 1,358,732 shares (the "Shares") of common stock, $.01 par value
(the "Common Stock"), of Samsonite Corporation (the "Company") by certain
stockholders who may be deemed to be affiliates ("Selling Stockholders") of the
Company. The Company will not receive any of the proceeds from the sale of the
Shares.
The Shares may be sold from time to time by the Selling Stockholders or by
pledgees, donees, transferees or other successors in interest. Such sales may
be made on the National Association of Securities Dealers Automated Quotation
System ("NASDAQ"), in the over-the-counter market or otherwise at prices and at
terms then prevailing or at prices related to the then current market price, or
in negotiated transactions. The Shares may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer for its account pursuant to this Prospectus; and (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Act") in connection with such sales. All discounts, commissions or fees
incurred in connection with the sale of the Shares will be paid by the Selling
Stockholders or by the purchasers of the Shares, except that the expenses of
preparing and filing this Prospectus and the related Registration Statements
with the Securities and Exchange Commission (the "Commission"), and of
registering or qualifying the Shares, will be paid by the Company.
The Common Stock of the Company is listed on The NASDAQ Market System under
the symbol SAMC.
---------------------
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 COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
---------------------
SEE RISK FACTORS FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED
BY PROSPECTIVE INVESTORS IN THE SHARES OFFERED HEREBY.
---------------------
The date of this Prospectus is
June 6, 1997
1
<PAGE>
No person is authorized to give any information or to make any
representations, other than as contained herein, in connection with the offer
made in this Prospectus, and any information or representation not contained
herein must not be relied upon as having been authorized by the Company or the
Selling Stockholders. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the Shares offered by
this Prospectus, nor does it constitute an offer to sell or a solicitation of
any offer to buy any Shares offered hereby to any person in any jurisdiction
where it is unlawful to make such an offer or solicitation to such person.
Neither the delivery of this Prospectus nor any sale hereunder shall under any
circumstances create any implication that information contained herein is
correct as of any time subsequent to the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Reports and other information filed by the Company with the
Commission may be inspected and copies at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Offices at: 75
Park Place, 14th Floor, New York, New York 10007 and Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material may be obtained upon written request addressed to the Commission at the
Public Reference Section, at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, the Common Stock is listed on NASDAQ and reports
and other information concerning the Company may also be inspected at the
offices of the National Association of Securities Dealers, Inc. at 1735 K
Street, N.W., Washington, D.C. 20006. The Commission also maintains a Web site
that contains reports, proxy and information statements and other materials that
are filed through the Commission's Electronic Data Gathering, Analysis and
Retrieval ("EDGAR") system. This Web site can be accessed at
http://www.sec.gov.
The Company has filed registration statements (the "Registration
Statements") on Form S-8 with respect to the Shares offered hereby with the
Commission under the Act. This Prospectus, which constitutes a part of each of
the Registration Statements, does not contain all the information set forth in
the Registration Statements, certain items of which are contained in schedules
and exhibits to the Registration Statements as permitted by the rules and
regulations of the Commission. Statements contained in this Prospectus as to
the contents of any agreement, instrument or other document referred to are not
necessarily complete. With respect to each such agreement, instrument or other
document filed as an exhibit to the Registration Statements, reference is made
to the exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference.
In addition, the Company will provide without charge to each person to whom
this Prospectus is delivered, upon either the written or oral request of such
person, the Annual Report on Form 10-K for the Company's latest fiscal year and
a copy of any or all of the documents incorporated herein by reference other
than exhibits to such documents. See "INCORPORATION OF DOCUMENTS BY REFERENCE."
Such requests should be directed to Samsonite Corporation, 11200 East 45th
Avenue, Denver, Colorado 80239-3018, Attention: Secretary.
INCORPORATION BY REFERENCE
The Annual Report on Form 10-K for the fiscal year ended January 31, 1997
filed with the Commission by the Company is incorporated by reference in this
Prospectus.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
filing of a post-effective amendment indicating that all of the Shares offered
hereby have been sold or deregistering all of the Shares that at the time of
such post-effective amendment remain unsold, shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in any documents
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
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
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
2
<PAGE>
TABLE OF CONTENTS
THE COMPANY................................................................... 4
RISK FACTORS.................................................................. 4
SELLING STOCKHOLDERS.......................................................... 7
PLAN OF DISTRIBUTION.......................................................... 9
EXPERTS....................................................................... 9
3
<PAGE>
THE COMPANY
Samsonite Corporation is one of the world's largest manufacturers and
distributors of luggage, including softside and hardside suitcases, garment
bags, casual bags, business cases and other travel bags. The Company markets
its products primarily under the SAMSONITE(R), AMERICAN TOURISTER(R) and LARK(R)
brand names. The Samsonite brand name enjoys worldwide recognition and is the
leading brand of luggage products in the United States and Europe. American
Tourister is the second most recognized brand of luggage in the United States.
Following the Company's acquisition of American Tourister, Inc. in August 1993,
the Company introduced the American Tourister brand in Europe. The Lark brand
is well-recognized in the United States and competes in the premium segment of
the luggage market. Samsonite and American Tourister brand luggage products
have been manufactured and sold continuously since the 1930's.
RISK FACTORS
In addition to the other information set forth in this Prospectus,
investors should consider carefully the information set forth below before
making an investment in the Common Stock offered hereby.
SIGNIFICANT NON-CASH CHARGES OF THE COMPANY; REPORTED LOSSES
As a result of the emergence from bankruptcy of Astrum International Corp.
("Astrum"), the Company's predecessor, on June 30, 1993, Astrum and all its
subsidiaries were required to adjust their assets and liabilities to reflect
their fair values. The reorganization value in excess of identifiable assets of
Samsonite, which was $165.2 million at the time of Astrum's emergence from
bankruptcy, was amortized through charges to the consolidated statement of
operations over the three year period that ended in June 1996. While these
amounts represent non-cash charges, they have had an adverse effect on reported
results of operations in fiscal years 1994 through 1997. The amortization of
these charges has had a similar adverse effect on reported stockholders' equity.
IMPLEMENTATION OF BUSINESS STRATEGY; FORWARD-LOOKING STATEMENTS
The Company's business strategy includes plans to (i) streamline its
management team and organizational structure, (ii) improve its cost structure
and work practices, (iii) develop and introduce to the market a new product and
pricing architecture, (iv) achieve increased sales growth through a variety of
initiatives, including improved marketing, expansion into foreign markets and
broadening of its retail operations, (v) improve return on equity and (vi)
strengthen the balance sheet. The Company's strategic plan should be considered
in light of the risks and expenses associated with implementing these
strategies. Successful implementation of these strategies will depend on
numerous factors, many of which are beyond the Company's control, including
economic, competitive and other conditions and uncertainties and the ability to
retain qualified management personnel. No assurance can be given that the
Company will be successful in implementing its business strategy.
Certain statements under the caption "Risk Factors" and in the documents
incorporated herein, constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: general economic and business conditions; industry
capacity; changes in customer preferences; demographic changes; competition;
changes in methods of distribution and technology; changes in political, social
and economic conditions and local regulations, particularly in Europe and Asia;
the loss of any significant customers; changes in interest rates; and various
other factors beyond the Company's control.
The forward-looking information referred to above includes, but is not
limited to, estimated annual cost savings resulting from the Company's
consolidation and restructuring programs. In addition to the risks,
uncertainties and other factors referred to above which may cause actual amounts
to differ materially from estimated amounts, such estimates of annual cost
savings are based on various factors and were derived utilizing numerous
important assumptions, including (i) achieving estimated reductions in the
number of total employees within anticipated time frames and at currently
projected severance cost levels, while maintaining work flow in the business
areas affected, (ii) the assimilation of American Tourister and other production
in Samsonite's Denver facility without disruption to distribution activities and
(iii) subleasing vacated facilities within anticipated time frames at
anticipated sublease rent levels. The failure of these assumptions to be
realized may cause the actual annual cost savings to differ materially from the
estimates.
4
<PAGE>
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS; CURRENCY RISKS
Approximately 47% of the Company's revenues for fiscal 1997 were
attributable to its European operations, other foreign operations, and export
sales from the United States. In addition to its European manufacturing and
distribution subsidiaries, the Company has a 100% owned Mexican manufacturing
and distribution company and is a partner in joint ventures which are currently
building factories and distribution facilities in India and China, as well as a
joint venture operating a sales and distribution facility in Singapore. The
Company has also entered into a joint venture to manufacture and distribute
luggage in Brazil and other South American countries. The Company is also
involved in negotiations to enter into a joint venture agreement to distribute
luggage in Korea. The Company's operations may be affected by economic,
political and governmental conditions in some of the countries where the Company
has manufacturing facilities or where its products are sold. In addition,
factors such as changes in economic or political conditions in any of the
countries in which the Company operates could result in unfavorable exchange
rates, new or additional currency or exchange controls, other restrictions being
imposed on the operations of the Company or expropriation. The Company's
operations also may be adversely affected by significant fluctuations in the
value of the U.S. dollar or the failure of a partner in an international joint
venture to meet performance expectations. The Company enters into foreign
exchange contracts in order to reduce its economic exposure on certain foreign
operations and/or royalty agreements through the use of forward delivery
commitments.
COMPETITION
The Company competes with many domestic and international companies in its
global markets. Samsonite competes on brand name, consumer advertising, product
innovation, quality, differentiation of product features, customer service and
price. The worldwide luggage market is highly fragmented, with the vast
majority of individual competitors having annual sales that are less than 10% of
the Company's sales; nevertheless, the Company has many competitors. Barriers to
entry into the manufacturing of softside luggage are very low and the Company
faces competition from many low cost manufacturers of inexpensive, softside
luggage products. In contrast to the softside luggage market, more significant
capital costs are necessary to enter the manufacturing of hardside luggage;
nonetheless, the Company has several hardside luggage competitors in its major
U.S. and European markets.
RESTRICTIVE COVENANTS
The Company's existing bank credit facility (the "Senior Credit Facility")
contains numerous financial and operating covenants, including restrictions on
the ability of the Company to pay dividends; incur indebtedness; merge,
consolidate or transfer all or substantially all of its assets; make certain
sales of assets; make investments in joint ventures; make capital expenditures;
create, incur or permit the existence of certain liens and requires the Company
to achieve and maintain certain financial ratios. The indenture pursuant to
which the Company's 11 1/8% Series B Senior Subordinated Notes (the "Series B
Notes") were issued contains similar covenants. Such financial covenants affect
the operating flexibility of the Company. The failure to comply with the
covenants would result in a default and permit the lenders under the Senior
Credit Facility or the holders of the Series B Notes to accelerate the maturity
of the indebtedness. The Company is in negotiations with the lenders under the
Senior Credit Facility to enter into a new loan agreement. The agreement being
negotiated will, if completed, eliminate or amend certain of the covenants and
restrictions in the Senior Credit Facility. There can be no assurance given
that such new agreement will be consummated or that the covenants or
restrictions will be amended.
CONTROLLING STOCKHOLDERS
As of the date of this Prospectus, affiliates of Apollo Advisors, L.P.
(collectively, "Apollo") beneficially own approximately 36.04% of the
outstanding Common Stock. By reason of such percentage ownership, Apollo may
have significant control over the management and policies of the Company.
The level of ownership of the outstanding Common Stock by Apollo may have
the effect of making more difficult or of discouraging, absent the support of
such stockholders, a proxy contest, a merger involving the Company, a tender
offer, an open market purchase program or purchases of the Common Stock that
could give holders of such stock the opportunity to realize a premium over the
then-prevailing market price for their shares of the Common Stock.
CONTINGENT LIABILITIES
As discussed in note 13 to the consolidated financial statements included
in the Annual Report on Form 10-K for the fiscal year ended January 31, 1997 and
incorporated by reference in this Prospectus, the Company has recorded
significant contingent liabilities as a result of the reorganization of Astrum
in 1993.
5
<PAGE>
As discussed in note 13 under Contingent Pension Liabilities, the Company
has recorded a liability of $26.6 million for claims made by the Pension Benefit
Guaranty Corporation (the "PBGC") related to unfunded pension liabilities of
other companies which, prior to the reorganization, were part of a controlled
group of companies which included the Company. As part of its plan of
reorganization, Astrum agreed to become secondarily liable for unfunded
obligations of such plans and accrued an amount representing the maximum amount
of unfunded liability should the pension plans be terminated and the Company be
required by the PBGC to make immediate payment of the liability at the time of
emergence from reorganization. In August 1996, agreements among the primarily
liable companies, the PBGC and the Company became effective, which agreements
allow the Company to assume sponsorship of the pension plans at its election.
The Company intends to exercise such election should the primarily liable
companies cease funding their obligations. If the Company assumed sponsorship
of the plans, the Company would be able to fund the pension liabilities over an
extended period of time. Although they are in reorganization, the primarily
liable companies continued to fund the current obligations of the plans until
1997. As of May 15, 1997, they have failed to make two required contributions
to one of the plans totaling approximately $800,000, and the Company can provide
no assurance that it will not become necessary to assume sponsorship of such
plans and become primarily liable for their funding.
As discussed in note 13 under Contingent Liability with Respect to the Old
Notes, the Company has a contingent liability for interest on overdue
installments of interest liabilities accruing prior to the reorganization of
Astrum. A contingent liability of $16.4 million was recorded for such claims in
1993 although various parties have challenged the allowability of the claim on
the basis that interest on overdue installments of interest is not permitted
under applicable non-bankruptcy law. In June 1996, the Company settled
approximately $4.0 million of such claims for $200,000. The settled claims were
held by Apollo Investment Fund, L.P. ("Apollo Investments") and an affiliate of
Apollo Investments. Apollo Investments and its affiliates own 36.04% of the
issued and outstanding shares of the Company's Common Stock.
On November 14, 1996, the federal bankruptcy court ruled in favor of the
Company and held that the interest on interest claims are not allowable;
however, the decision may be appealed and, in such event, there is no assurance
that the bankruptcy court's ruling will be upheld.
As discussed in note 13 under Obligations to Settlement Trust, the Company
has a contingent liability to a trust (the "Trust") which was established for
the benefit of the holders of certain pre-bankruptcy claims against the Company.
The terms of the Trust require the Company to make up to $37 million in loans to
the Trust to pay resolved claims and to make distributions to holders of claims
against the Trust. The Company has made loans to the Trust totaling $4.8
million, which have been fully reserved in the Company's consolidated financial
statements. As of January 31, 1997, the Trust had approximately $32 million in
assets and a liability for the note payable to the Company of $4.8 million.
Consequently, the Company does not anticipate being required to loan additional
amounts to the Trust, and further believes its $4.8 million loan to the Trust
will be repaid with interest. However, assurance cannot be given that further
loans to the Trust will not be required or that the $4.8 million loan to the
Trust will be repaid.
RISKS ASSOCIATED WITH INTELLECTUAL PROPERTY RIGHTS
The Company's intellectual property rights include trade secrets, know-how,
patents, copyrights and registered and unregistered trademarks, several of which
are licensed to third parties and generate royalties. While these rights
provide a degree of exclusivity, they are not self-executing and they should be
considered in the light of the risks and expenses associated with obtaining such
rights, maintaining them, and enforcing them, as well as those associated with
defining the precise scope of those rights, and avoiding like rights of others.
While the Company takes steps it deems reasonable to protect its intellectual
property rights, to assert them successfully against those who would infringe
upon such rights, and to avoid conflict over the rights of its competitors, no
assurance can be given that the Company will be successful in doing so.
CERTAIN ANTI-TAKEOVER PROVISIONS
Certain provisions of the Company's Amended and Restated Certificate of
Incorporation, and Restated By-Laws, together and separately, may discourage
potential acquisition proposals, delay or prevent a change in control of the
Company and limit the price that certain investors might be willing to pay in
the future for shares of the Common Stock. These provisions include a classified
board of directors and advance notice procedures for stockholders to nominate
candidates for election as directors of the Company and to submit proposals for
consideration at stockholders' meetings.
6
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE
No prediction can be made as to the effect, if any, that future sales of
Common Stock, or the availability of Common Stock for future sales, will have on
the market price of the Common Stock prevailing from time to time. Sales in the
public market of substantial amounts of Common Stock (including shares of Common
Stock acquired upon the exercise of options), or the perception that such sales
could occur, could adversely affect prevailing market prices for Common Stock.
DIVIDEND POLICY
The Company does not intend to declare any cash dividends on its Common
Stock in the foreseeable future.
SELLING STOCKHOLDERS
The names of the Selling Stockholders who may be affiliates of the Company
and the positions, offices and other material relationships which each Selling
Stockholder has had with the Company since January 1, 1994 are as follows:
<TABLE>
<CAPTION>
POSITION HELD OR RELATIONSHIP WITH THE
SELLING STOCKHOLDER COMPANY SINCE JANUARY 1, 1994
------------------- -----------------------------------------
<S> <C>
Richard R. Nicolosi President, Chief Executive Officer and
Director since May 1996
Thomas J. Leonard Senior Vice President, President,
Samsonite - the Americas
Luc Van Nevel Senior Vice President, President,
Samsonite International
John P. Murtagh Senior Vice President, Vice President,
Chief Administrative Officer and
Secretary since August 1996
Thomas R. Sandler Senior Vice President, Chief Financial
Officer and Treasurer since May 1995
Karlheinz Tretter Vice President and Managing Director
of Samsonite Europe, N.V.
James E. Barch Vice President and General Manager,
Hardside Luggage, Business Cases and
Casual Bags since August 1996
Robert P. Baird, Jr. Vice President and General Manager,
Softside Luggage since September 1996
Gary D. Ervick President, Samsonite Distributing
Company since September 1996,
previously President of American
Tourister Division since June 1995
Richard H. Wiley Vice-President, Finance since May
1997, previously Chief Financial Officer -
Americas since May 1995
D. Michael Clayton Vice President, Legal and Assistant
Secretary
R. Theodore Ammon Director
Bernard Attal Director
Leon D. Black Director
Robert H. Falk Director
Mark H. Rachesky Director
Robert L. Rosen Director
Marc J. Rowan Director
</TABLE>
7
<PAGE>
The following table sets forth for each Selling Stockholder listed above
the number of shares of Common Stock of each such Selling Stockholder which (1)
are issued and owned beneficially or of record as of April 30, 1997; (2) are not
issued, but may be acquired pursuant to the Plans; (3) are being offered
pursuant to the Registration Statements; and (4) are to be owned after
completion of the offering, assuming that all Shares offered hereby are sold:
<TABLE>
<CAPTION>
AMOUNT OF SHARES
NUMBER OF SHARES TO BE OWNED AFTER
NUMBER OF ISSUED WHICH MAY BE NUMBER OF SALES OF SHARES
SHARES OWNED AS OF ACQUIRED PURSUANT TO SHARES REGISTERED
NAME APRIL 30, 1997 PLANS (a) TO BE OFFERED HEREUNDER
- -------------------- ------------------- -------------------- --------------- ---------------
<S> <C> <C> <C> <C>
Richard R. Nicolosi 313,290 425,532 485,532 253,290
Thomas J. Leonard 725 98,619 98,619 725
Luc Van Nevel 2,000 98,619 98,619 2,000
John P. Murtagh 21,000 150,000 150,000 21,000
Thomas R. Sandler 1,500 98,619 98,619 1,500
Karlheinz Tretter 1,000 89,448 89,448 1,000
James E. Barch 5,000 100,000 100,000 5,000
Robert P. Baird, Jr. 5,500 100,000 100,000 5,500
Gary D. Ervick 5,280 82,895 82,895 5,280
Richard H. Wiley -0- 30,000 30,000 -0-
D. Michael Clayton 200 20,000 20,000 200
R. Theodore Ammon 184 516 700 -0-
Bernard Attal 298 502 800 -0-
Leon D. Black (b) 184 516 700 -0-
Robert H. Falk (b) 184 516 700 -0-
Mark H. Rachesky 184 516 700 -0-
Robert L. Rosen 184 516 700 -0-
Marc J. Rowan (b) 184 516 700 -0-
</TABLE>
(a) Includes Shares underlying both vested and unvested options granted,
some of which options are currently exercisable, and the Company's
estimate of Shares issuable under the Samsonite Corporation Directors'
Stock Plan through December 31, 1997.
(b) Does not include shares held by Apollo Investments or Lion Advisors,
L.P. Each of Messrs. Falk and Rowan, directors of the Company, together
with Mr. Black, a director of the Company, who is also a director of
Apollo Capital Management, Inc., the general partner of Apollo
Advisors, L.P., the general partner of Apollo Investments and Lion
Capital Management, Inc., the general partner of Lion Advisors, L.P.,
disclaims beneficial ownership of the securities held by Apollo
Advisors, L.P. and Lion Advisors, L.P. and their affiliates.
The preceding table reflects all Selling Stockholders who are eligible to
reoffer and resell Shares, whether or not they have a present intent to do so.
There is no assurance that any of the Selling Stockholders will sell any or all
of the Shares offered by them hereunder. The inclusion in the foregoing table
of the individuals named therein shall not be deemed to be an admission that any
such individuals are "affiliates" of the Company.
This Prospectus may be amended or supplemented from time to time to add or
delete Selling Stockholders.
8
<PAGE>
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholders or by
pledgees, donees, transferees or other successors in interest. Such sales may
be made on the NASDAQ Market System, on the over-the-counter market or otherwise
at prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The Shares may be sold by one or
more of the following: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer for its account pursuant to this Prospectus; and (c)
ordinary brokerage transactions and transactions in which the broker solicits
purchases. In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers
or dealers will receive commissions or discounts from Selling Stockholders in
amounts to be negotiated immediately prior to the sale. Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Act in connection with such sales. In
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 under the Act may be sold under Rule 144 rather than
pursuant to this Prospectus. The Company will not receive any of the proceeds
from the sale of the Shares. The Company has paid the expenses of preparing this
Prospectus and the related Registration Statements. The Selling Stockholders
have been advised that they are subject to the applicable provisions of the
Exchange Act, including without limitation, Rules 10b-5, 10b-6 and 10b-7
thereunder.
EXPERTS
The consolidated financial statements of the Company as of January 31, 1997
and 1996, and for each of the years in the three-year period ended January 31,
1997, and the related financial statement schedule, have been incorporated by
reference herein and in the Registration Statement on Form S-8 of which this
Prospectus is a part, in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
9
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by the Company are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1997 filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act").
(b) The description of the Company's common stock, par value $.01 per
share (the "Common Stock"), contained in the Company's registration statement on
Form 8-A filed under the Exchange Act (File No. 0-23214), including any
subsequent amendment or any report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part hereof
from the date of filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Certificate of Incorporation and By-Laws
The Company's Certificate of Incorporation provides that each person
who is or was or had agreed to become a director or officer of the Company, or
each such person who is or was serving or who had agreed to serve at the request
of the Board of Directors of the Company as an employee or agent of the Company
or as director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise (including the heirs, executors,
administrators or estate of such person), will be indemnified by the Company, in
accordance with the Company's By-Laws, to the full extent permitted by the
Delaware General Corporation Law (the "DGCL"), as the same exists or may in the
future be amended from time to time. The Company's Certificate of Incorporation
also specifically authorizes the Company to enter into agreements with any
person providing for indemnification greater or different from that provided by
the Company's Certificate of Incorporation.
The Company's By-Laws provide that each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit,
or proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative is or was a director, officer or employee of the
Company is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation or otherwise or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such Proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent acting in
furtherance of the Plan or otherwise, will be indemnified and held harmless by
the Company to the fullest extent authorized by the DGCL as the same exists or
may in the future be amended from time to time, against all
II-1
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expense, liability and loss (including, without limitation, attorneys' fees,
judgments, fines, ERISA, excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification will continue as to a person who has ceased
to be a director, officer, employee or agent and will inure to the benefit of
his or her heirs, executors and administrators; however, except as described in
the next paragraph with respect to Proceedings seeking to enforce rights to
indemnification, the Company will indemnify any such person seeking
indemnification with a Proceeding (or part thereof) initiated by such person
only if such Proceeding (or part thereof) was authorized by the Board of
Directors of the Company.
Pursuant to the Company's By-Laws, if a claim described in the preceding
paragraph is not paid in full by the Company within thirty days after a written
claim has been received by the Company, the claimant may at any time thereafter
bring suit against the Company to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant will be entitled to be paid also
the expense of prosecuting such claim. The Company's By-Laws provide that it
will be a defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending any Proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Company) that the claimant has not met the standards of conduct
which make it permissible under the DGCL for the Company to indemnify the
claimant for the amount claimed, but the burden of proving such defense will be
on the Company. Neither the failure of the Company (including its Board of
Directors, independent legal counsel or stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the DGCL, nor an actual
determination by the Company (including its Board of Directors, independent
legal counsel or stockholders) that the claimant has not met such applicable
standard of conduct, will be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct. The Company's
By-Laws provide that following any "change in control" of the Company of the
type required to be reported under Item 1 of Form 8-K promulgated under the
Securities Exchange Act of 1934, as amended, any determination as to entitlement
to indemnification will be made by independent legal counsel selected by the
claimant which independent legal counsel will be retained by the Board of
Directors on behalf of the Company.
The Company's By-Laws provide that the right to indemnification and the
payment of expenses incurred in defending a Proceeding in advance of its final
disposition conferred in the Company's By-Laws will not be exclusive of any
other right which any person may have or may in the future acquire under any
statute, provision of the Company's Certificate of Incorporation, the Company's
By-Laws, agreement, vote of stockholders or disinterested directors or
otherwise. The Company's By-Laws permit the Company to maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the Company or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the Company
would have the power to indemnify such person against such expense, liability or
loss under the DGCL. In addition, the Company's By-Laws authorize the Company,
to the extent authorized from time to time by the Company's Board of Directors,
to grant rights to indemnification, and rights to be paid by the Company the
expenses incurred in defending any Proceeding in advance of its final
disposition, to any agent of the Company to the fullest extent of the provisions
of the Company's By-Laws with respect to the indemnification and advancement of
expenses of directors, officers and employees of the Company.
The Company's By-Laws provide that the right to indemnification conferred
therein will be a contract right and will include the right to be paid by the
Company the expenses incurred in defending any such Proceeding in advance of its
final disposition, except that if the DGCL requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
Proceeding, will be made only upon delivery to the Company of an undertaking by
or on behalf of such director or officer, to repay all amounts so advanced if it
is ultimately determined that such director or officer is not entitled to be
indemnified under the Company's By-Laws or otherwise.
Indemnification Agreements
The Company has or will enter into indemnification agreements with each of
the Company's directors and officers. The indemnification agreements require,
among other things, the Company to indemnify the officers and directors to the
fullest extent permitted by law, and to advance to such directors and officers
all related expenses, subject to reimbursement if it is subsequently determined
that indemnification is not permitted. The Company will also indemnify and
advance all expenses incurred by such directors and officers seeking to enforce
their rights under the indemnification agreements, and cover directors and
officers under the Company's directors' and officers' liability insurance.
Although such indemnification agreements will offer substantially the same scope
of coverage afforded by provisions in the Company's Certificate of Incorporation
and the Company's By-Laws, they provide greater assurance to directors and
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<PAGE>
officers that indemnification will be available because, as a contract, it
cannot be modified unilaterally in the future by the Board of Directors of the
Company or by the stockholders to eliminate the rights provided therein.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not Applicable.
ITEM 8. EXHIBITS
--------
Exhibit
Number Description of Exhibits
- --------- -----------------------
4(a) Employment Agreement between Samsonite Corporation and Richard R.
Nicolosi, dated as of May 15, 1996, incorporated by reference
herein from the Company's Quarterly Report on Form 10-Q for the
three months ended April 30, 1996 (File No. 0-23214).
23 Consent of KPMG Peat Marwick LLP.
ITEM 9. UNDERTAKINGS
------------
The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
Provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Denver, State of Colorado, on June 5, 1997.
SAMSONITE CORPORATION
By: /s/ Richard R. Nicolosi
------------------------------------------
Richard R. Nicolosi
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of John P. Murtagh, Thomas R. Sandler
and D. Michael Clayton his true and lawful attorney-in-fact and agent, each with
full power of substitution and revocation, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, the
Securities and Exchange Commission, granting unto each such attorney-in-fact and
agent, full power and authority to do and perform each such and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as such person might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement and the foregoing Powers of Attorney have been signed on
June 5, 1997, by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE
<S> <C>
/s/ Richard R. Nicolosi President, Chief Executive Officer and Director
- --------------------------- (Principal Executive Officer)
Richard R. Nicolosi
/s/ Thomas R. Sandler Senior Vice President, Chief Financial Officer
- --------------------------- and Treasurer (Principal Financial and Accounting
Thomas R. Sandler Officer)
/s/ Bernard Attal Director
- ---------------------------
Bernard Attal
/s/ R. Theodore Ammon Director
- ---------------------------
R. Theodore Ammon
- --------------------------- Director
Leon D. Black
/s/ Robert H. Falk Director
- ---------------------------
Robert H. Falk
- --------------------------- Director
Mark H. Rachesky
</TABLE>
II-4
<PAGE>
/s/ Robert L. Rosen Director
- ---------------------------
Robert L. Rosen
/s/ Marc J. Rowan Director
- ---------------------------
Marc J. Rowan
/s/ Stephen J. Solarz Director
- ---------------------------
Stephen J. Solarz
II-5
<PAGE>
Exhibit 23
----------
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
THE BOARD OF DIRECTORS
SAMSONITE CORPORATION:
We consent to incorporation by reference in the registration statement on Form
S-8 of Samsonite Corporation for the Employment Agreement between Samsonite
Corporation and Richard R. Nicolosi, of our report dated March 18, 1997,
relating to the consolidated balance sheets of Samsonite Corporation and
subsidiaries as of January 31, 1997 and 1996, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended January 31, 1997, and the related financial
statement schedule, which report appears in the January 31, 1997, annual report
on Form 10-K of Samsonite Corporation, and to the reference to our firm under
the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Denver, Colorado
June 4, 1997
