<PAGE>
As filed with the Securities and Exchange Commission on January 30, 1997 File
No. 333-19281
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
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)
----------------------------
SAMSONITE EMPLOYEE SAVINGS PLAN
SAMSONITE EMPLOYEE SAVINGS TRUST
SAMSONITE CORPORATION'S EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
----------------------------
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>
Title of Securities Proposed Maximum Proposed Maximum Amount of
to be Registered Amount to be Offering Price Aggregate Offering Registration
Registered Per Share(1) Price(1) Fee(2)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 75,000 $36.75 $2,756,250 $836
======================================================================================================================
</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") and is calculated 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 December 30, 1996 (within 5 business days
prior to filing this Registration Statement).
(2) Previously paid.
Approximate Date of Commencement of Proposed Sales Pursuant to the Plan: As
- -----------------------------------------------------------------------
soon as practicable after the effective date of this Post-Effective Amendment
No. 1 to 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.
<PAGE>
EXPLANATORY NOTE
----------------
This Post-Effective Amendment No. 1 to Form S-8 Registration Statement is
being filed solely for the purpose of withdrawing Exhibits 5 and 23(a) (which
was included in the opinion filed as Exhibit 5) to the Registration Statement
which were filed in error.
<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, 1996 filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act").
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since January 31, 1996.
(c) 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
II-1
<PAGE>
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 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.
II-2
<PAGE>
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
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) Amended and Restated Certificate of Incorporation
of the Company, incorporated herein by reference
from the Company's Annual Report on Form 10-K for
the fiscal year ended January 31, 1996 (File No.
0-23214).
4(b) Certificate of Merger and Ownership dated July 14,
1995, incorporated herein by reference from the
Company's Registration Statement on Form S-4
(Registration No. 33-95642).
4(c) By-Laws of the Company, incorporated herein by
reference from the Company's Annual Report on Form
10-K for the fiscal year ended January 31, 1996
(File No. 0-23214).
4(d) Samsonite Corporation's Employee Stock Purchase
Plan (previously filed).
5 Withdrawn.
23(a) Withdrawn.
23(b) Consent of KPMG Peat Marwick LLP.
The registrant hereby undertakes to submit the Samsonite Employee Savings Plan
and the Samsonite Employee Savings Trust to the Internal Revenue Service ("IRS")
in a timely manner and will make all changes required by the IRS in order to
qualify such plan and trust.
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
II-3
<PAGE>
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-4
<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 post-effective
amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Denver, State of
Colorado, on January 30, 1997.
SAMSONITE CORPORATION
By: /s/ John P. Murtagh
-------------------------------------
John P. Murtagh
Chief Administrative Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, this post-
effective amendment to registration statement has been signed on January 30,
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* Chief Financial Officer and Treasurer (Principal
- --------------------------- Financial and Accounting Officer)
Thomas R. Sandler
/s/Bernard Attal* Director
- ---------------------------
Bernard Attal
- --------------------------- Director
R. Theodore Ammon
/s/Leon D. Black* Director
- ---------------------------
Leon D. Black
/s/Robert H. Falk* Director
- ---------------------------
Robert H. Falk
Director
- ---------------------------
Carl C. Icahn
/s/Mark H. Rachesky* Director
- ---------------------------
Mark H. Rachesky
/s/Robert L. Rosen* Director
- ---------------------------
Robert L. Rosen
/s/Marc J. Rowan* Director
- ---------------------------
Marc J. Rowan
/s/Stephen J. Solarz* Director
- ---------------------------
Stephen J. Solarz
*By: /s/ John P. Murtagh
- ---------------------------
Attorney-in-Fact
</TABLE>
II-5
<PAGE>
Exhibit 23 (b)
--------------
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 Samsonite Employee Savings Plan,
Samsonite Employee Savings Trust and Samsonite Corporation's Employee Stock
Purchase Plan, of our report dated March 19, 1996, relating to the consolidated
balance sheets of Samsonite Corporation and subsidiaries as of January 31, 1996
and 1995, and the related consolidated statements of operations, stockholders'
equity, and cash flows for the years ended January 31, 1996 and 1995, for the
seven months ended January 31, 1994, and for the five months ended June 30,
1993, and the related financial statement schedule, which report appears in the
January 31, 1996, annual report on Form 10-K of Samsonite Corporation.
Our report contains an explanatory paragraph that states that the Company's
former parent, Astrum International Corp., was required to establish a new basis
of accounting and adjust the recorded amounts of assets and liabilities to their
fair market values at June 30, 1993. The Company's consolidated financial
statements include the continuing impact of the recapitalization. As a result,
the consolidated financial statements for periods subsequent to June 30, 1993
are presented on a different cost basis than for prior periods and, therefore,
are not comparable.
KPMG PEAT MARWICK LLP
Denver, Colorado
January 28, 1997
