<PAGE>
As filed with the Securities and Exchange Commission on August 30, 1996.
Registration No. 333-__________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------------
HELEN OF TROY LIMITED
(Exact name of registrant as specified in its charter)
BERMUDA 74-2692550
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6827 MARKET AVENUE
EL PASO, TEXAS 79915
(Address, including Zip Code,
of Principal Executive Offices)
HELEN OF TROY LIMITED
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
-------------------------
HELEN OF TROY LIMITED
6827 MARKET AVENUE
EL PASO, TEXAS 79915
(915) 779-6363
(Name, address, and telephone number,
including area code, of agent for service)
WITH A COPY TO:
Daniel W. Rabun
Baker & McKenzie
2001 Ross Avenue, Suite 4500
Dallas, Texas 75201
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered (1) registered share(2) price (2) registration fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock,
$.10 par value 240,000 Shares $13.9375 $3,345,000.00 $1,154.00
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Shares of common stock of Helen of Troy Limited (the "Company"), $.10 par
value per share (the "Common Stock"), being registered hereby relate to the
Helen of Troy Limited 1995 Non-Employee Director Stock Option Plan (the
"1995 Director Plan"). Pursuant to Rule 416 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), there are also
being registered such additional shares of Common Stock as may become
issuable pursuant to the anti-dilution provisions of the 1995 Director
Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) promulgated under the Securities Act on the
basis of the average of the high and low sale prices of the Common Stock on
August 27, 1996, as reported on the Nasdaq National Market System.
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) through (c) below are hereby incorporated
by reference into this Registration Statement. All documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to the Registration Statement which indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended February 29, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended May 31, 1996; and
(c) The Company's description of its Common Stock, which is contained
in its registration statement filed under the Exchange Act
(Registration No. 0-23312), including any amendments or reports
filed for the purpose of updating such descriptions.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 98 of the Companies Act of 1981 of Bermuda (as amended, the
"Act") provides generally that a Bermudian company may indemnify its directors,
officers and auditors against any liability which by virtue of Bermudian law
otherwise would be imposed on them, except in cases where such liability arises
from the fraud or dishonesty of which such officer, director or auditor may be
guilty in relation to the Company. Section 98 further provides that a Bermudian
company may indemnify its directors, officers, and auditors against any
liability incurred against them in defending any proceedings, whether civil or
criminal, in which judgment is awarded in their favor or they are acquitted or
granted relief by the Supreme Court of Bermuda in certain proceedings arising
under Section 281 of the Act.
The Company has adopted provisions in its Memorandum of Association
and Bye-Laws that provide that the Company shall indemnify its officers and
directors to the maximum extent permitted under the Act. The Company has also
entered into indemnity agreements with each of its directors and officers to
provide them with the maximum indemnification allowed under its Memorandum of
Association, Bye-Laws and the Act.
The Act also permits a company to purchase and maintain insurance
for the benefit of its officers and directors covering certain liabilities. The
Company intends to maintain a policy of officers' and directors' liability
insurance for the benefit of such persons.
II-1
<PAGE>
The preceding discussion of the Company's Memorandum of Association,
Bye-Laws, the Act and the Indemnity Agreements is not intended to be exhaustive
and is qualified in its entirety by the Memorandum of Association, Bye-Laws, the
Act and the Indemnity Agreements.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following are filed as exhibits to this Registration Statement:
Exhibit No. Description
- ----------- -----------
4.1 Memorandum of Association of the Company (incorporated
herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-4 filed with the Securities
and Exchange Commission on December 30, 1993 (Registration
No. 33-73594)).
4.2 Bye-Laws of the Company (incorporated herein by reference to
Exhibit 3.2 to the Company's Registration Statement on Form
S-4 filed with the Securities and Exchange Commission on
December 30, 1993 (Registration No. 33-73594)).
4.3 Helen of Troy Limited 1995 Non-Employee Director Stock
Option Plan.*
5 Opinion of Conyers, Dill & Pearman.*
23.1 Consent of Conyers, Dill & Pearman (See Exhibit 5).*
23.2 Consent of KPMG Peat Marwick LLP.*
24 Power of Attorney (included on the signature page of the
Registration Statement).*
- ----------------
* filed herewith
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of 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. 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
II-2
<PAGE>
form of prospectus filed with the Commission pursuant to Rule 424(b)
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;
(iii) To include any material information with respect to the
Plan of Distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and 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
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 El Paso, State of Texas, on August 29, 1996.
HELEN OF TROY LIMITED
By: /s/ Gerald J. Rubin
--------------------------------------
Gerald J. Rubin
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Gerald J. Rubin
to file one or more amendments (including post-effective amendments) to this
Registration Statement, which amendments may make such changes in this
Registration Statement as each of them deems appropriate, and each such person
hereby appoints Gerald J. Rubin as attorney-in-fact to execute in the name and
on behalf of the Company and any such person, individually and in each capacity
stated below, any such amendments to this Registration Statement.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Gerald J. Rubin Chairman, Chief Executive Officer August 29, 1996
- ---------------------------- and Director
GERALD J. RUBIN
Deputy Chairman,President, Chief August 29, 1996
/s/ Aaron M. Shenkman Operating Officer and Director
- ----------------------------
AARON M. SHENKMAN
Senior Vice-President, Finance, August 29, 1996
/s/ Sam L. Henry Treasurer and Chief Financial
- ---------------------------- Officer
SAM L. HENRY
Director August 29, 1996
/s/ Stanlee N. Rubin
- ----------------------------
STANLEE N. RUBIN
Director August 29, 1996
/s/ Gary B. Abromovitz
- ----------------------------
GARY B. ABROMOVITZ
II-4
<PAGE>
Director August 29, 1996
/s/ Christopher L. Carameros
- ----------------------------
CHRISTOPHER L. CARAMEROS
Director August 29, 1996
/s/ Daniel C. Montano
- ----------------------------
DANIEL C. MONTANO
Director August 29, 1996
/s/ Byron H. Rubin
- ----------------------------
BYRON H. RUBIN
II-5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
4.3 Helen of Troy Limited 1995 Non-Employee Director Stock
Option Plan.
5 Opinion of Conyers, Dill & Pearman.
23.1 Consent of Conyers, Dill & Pearman (See Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on the signature page of
the Registration Statement).
<PAGE>
EXHIBIT 4.3
<PAGE>
HELEN OF TROY LIMITED
NON-EMPLOYEE DIRECTOR STOCK OPTION
1995 PLAN
THIS NON-EMPLOYEE DIRECTOR STOCK OPTION ("Option") is being granted by
HELEN OF TROY LIMITED, a Bermuda company (the "Company"), on the Date of Grant
set out on Exhibit A hereto, to the Director whose name appears on Exhibit A
(hereinafter referred to as "Director" or, in an appropriate context,
"Optionee") under the Company's 1995 Stock Option Plan for Non-Employee
Directors (the "Plan"). All capitalized terms used herein shall, unless
otherwise defined, have the same meanings as set forth in the Plan. All
provisions of this document are qualified by, and are subject to, the terms of
the Plan, which are fully incorporated herein. An Optionee may obtain a copy of
the Plan from the Secretary of the Company at the address set forth in Article
VII hereto. All references herein to the "Board" or "Committee" shall be deemed
to refer to a committee of the Board consisting of the Ineligible Directors, as
defined in the Plan.
I .
SHARES OPTIONED, OPTION PRICE AND TIME OF EXERCISE
The Company hereby grants to Director, subject to the terms and conditions
set forth hereinafter and in the Plan, the right and option to purchase all or
any part of the Number of Shares set out in Exhibit A of the presently
authorized but unissued common stock, par value $.10 per share ("Common Stock"),
of the Company at the purchase price per share set out as the Exercise Price in
Exhibit A.
This Option shall not become exercisable unless and until Director delivers
to the Company a fully executed counterpart hereof. Thereafter, this option
shall be exercisable in accordance with the Exercise Schedule set out on Exhibit
A.
No rights under this Option may be exercised after the Expiration Date set
out on Exhibit A, and before that time, this option may be terminated as
hereinafter provided or as provided in the Plan. No partial exercise of this
option may be for less than 100 full shares. In no event shall the Company be
required to issue or pay any compensation in lieu of fractional shares.
II.
PAYMENT FOR AND DELIVERY OF STOCK
The Exercise Price of any shares as to which this option is exercised shall
be paid in full at the time of the exercise. Payment shall be either in cash or
by check.
III.
TERMINATION OR CURTAILMENT OF OPTION
This Option shall be exercisable during Director's lifetime only by him or
her or by his or her guardian or legal representative. This Option shall not be
exercisable until after shareholder approval as described in Section 9 of the
Plan is obtained. Notwithstanding the foregoing, if Director ceases to be a
member of the Board for any reason, this Option may be exercised only in
accordance with the provisions of Section 9 of the Plan.
IV.
NON-ASSIGNABILITY OF OPTION
Neither this Option nor any right hereunder shall be assignable or
otherwise transferrable except by will or the laws of descent and distribution.
Upon any attempt to sell, assign or transfer this Option or any right or
privilege conferred hereby, or attachment or similar process upon the rights and
privileges conferred hereby, this Option and the rights and privileges conferred
hereby shall immediately terminate and thereupon become null and void.
<PAGE>
V.
COMPLIANCE WITH GOVERNMENTAL AND OTHER REGULATIONS
The Company shall take such steps as may be required by law and applicable
laws and regulations, including those of the State of Texas and any stock
exchange or national market system on which the Common Stock of the Company may
be listed at the time of the exercise of this Option, in connection with the
issuance and sale of any shares purchased upon the exercise of this Option or
the listing of said shares on said exchange or market system.
VI.
RIGHTS OF DIRECTOR IN STOCK
Neither Director nor his or her executor, administrator, heirs or legatees
shall have any rights or privileges of a shareholder of the Company in respect
to the shares issuable upon exercise of this option unless and until
certificates representing such shares shall have been issued by the Company and
delivered to Director or other appropriate person under the Plan or this Option.
VII.
NOTICES
Any notice to be given hereunder shall be addressed to the Company, in care
of its Secretary, 6827 Market Avenue, El Paso, Texas 79915, and any notice to be
given to Director shall be addressed to the address designated below the
signature appearing hereinafter, or at such other address as either party may
hereafter designate in writing to the other. Any such notice shall have been
deemed duly given when enclosed in a properly sealed envelope, addressed as
aforesaid, registered or certified, and deposited (postage and registry or
certificate fee prepaid) in the United States Mail.
VIII.
SUCCESSORS OR ASSIGNS OF THE COMPANY
This Option shall be binding upon and shall inure to the benefit of any
successor or assigns of the Company.
IN WITNESS WHEREOF, this Option has been executed in duplicate by the
Company the date and year first above written.
HELEN OF TROY LIMITED
By:
-------------------------------
This Non-Employee Director Stock Option is hereby accepted and agreed to in
all respects by Director as of the above date, subject to the terms and
provisions of the Plan.
----------------------------------
(Director)
Address:
----------------------------------
----------------------------------
----------------------------------
2
<PAGE>
EXHIBIT A
HELEN OF TROY LIMITED
NON-EMPLOYEE DIRECTOR STOCK OPTION
1995 PLAN
1. Date of Grant: September 1, 1995
----------------------------------
2. Director:
----------------------------------
3. Number of Shares: shares of Common Stock
----------
4. Exercise Price: $ per share
-----
Expiration Date: September 1, 2005
-----------------
<PAGE>
HELEN OF TROY LIMITED
1995 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
SECTION 1. PURPOSE OF THE PLAN.
The purpose of this Helen of Troy Limited 1995 Stock Plan for Non-Employee
Directors (the "Plan") is to strengthen the ability of Helen of Troy Limited
(the "Company") to attract and to retain the services of experienced and
knowledgeable independent individuals as members of the Board of the Company, to
extend to them the opportunity to acquire a proprietary interest in the Company
so that they will apply their best efforts for the benefit of the Company, and
to provide those individuals with an additional incentive to continue in their
position, for the best interest of the Company and its shareholders. In
furtherance of such purpose, Directors (as defined below) shall receive an
Annual Grant (as defined below) of Stock Options for their services as members
of the Board.
All transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 under the Securities Exchange Act of 1934 (the "Act").
To the extent any provision of this Plan or any action by the administrators of
the Plan fails to so comply, it shall be deemed null and void to the extent
permitted by law unless otherwise expressly deemed advisable by the
administrators of the Plan.
SECTION 2. DEFINITIONS.
(a) "Affiliates" shall mean (a) any corporation, other than the Company,
in an unbroken chain of corporations ending with the Company if each of the
corporations, other than the Company, owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain and (b) any corporation, other than the Company, in
an unbroken chain of corporations beginning with the Company if each of the
corporations, other than the last corporation in the unbroken chain, owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
(b) "Annual Grant" shall mean the Stock Option Grant made under Section
3(a) of this Agreement.
(c) "Board" shall mean the Board of Directors of the Company.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(e) "Common Stock" shall mean the Company' s authorized common stock, par
value $.10 per share, together with any other securities with respect to which
Stock Options may become exercisable (subject to adjustment as provided in
Section 6 of this Plan).
(f) "Company" shall mean Helen of Troy Limited, a Bermuda company, or any
successor to the Company.
(g) "Date of Grant" shall mean the date on which a Stock Option is granted
to a Director, as provided in Section 3(a).
(h) "Director, shall mean those members of the Board who are not
employees of the Company or any of its Affiliates.
(i) "Exercise Price" shall mean the value per share of Common Stock that
is equal to 100% of the Fair Market Value of a share of Common Stock on the last
date preceding the Date of Grant on which sales of the Common Stock occurred on
the NASDAQ National Market System or other primary market or exchange on which
the Common Stock is traded.
(j) "Fair Market Value" shall be the average of the high and low prices of
Common Stock reported on the NASDAQ National Market System or other primary
market or exchange on which the Common Stock is traded as
<PAGE>
of the date on which Fair Market Value is to be determined, provided that if no
such sales were made on such date, the mean of such prices as reported for the
next preceding date on which such sales occurred.
(k) "Ineligible Directors" shall mean all members of the Board who are
employees of the Company or any of its Affiliates.
(l) "Plan" shall mean the Helen of Troy Limited 1995 Stock Option Plan for
Non-Employee Directors, as the same may be amended from time to time.
(m) "Stock Option Grant" shall mean a grant of a Stock Option made
pursuant to Section 3(a) of this Plan.
(n) "Stock Option" shall mean an option to purchase Common Stock, $.10 par
value, of the Company. No Stock Option shall be an "incentive stock option" (as
defined in Section 422A of the Code).
SECTION 3. SHARES OF COMMON STOCK SUBJECT TO THE PLAN.
(a) The Company shall automatically grant to each Director, annually on
the 1st day of September following the Director's appointment, election,
reappointment, or reelection as a member of the Board, a Stock Option for 1,000
shares of Common Stock; provided, however, the aggregate number of shares of
Common Stock issued under Stock Options granted under the Plan shall not exceed
120,000.
(b) A Stock Option shall be exercisable during a Director's lifetime only
by him or her or by his or her guardian or legal representative. A Stock Option
may, with respect to any shares of the Common Stock covered thereby which have
become vested, be exercised at the Exercise Price at any time and from time to
time during the period beginning one (1) year after the Date of Grant and ending
ten (10) years after the Date of Grant, provided that 100% of the shares of
Common Stock covered by any such Stock Option shall vest one (1) year after such
Date of Grant and provided further that no option shall be exercisable until
after regulatory and shareholder approval as described in Section 9 is obtained.
Notwithstanding the foregoing, if a Director ceases to be a member of the Board
for any reason, any outstanding Stock Options held by that Director may be
exercised only in accordance with, and in the periods described in, Section
8(d).
(c) The Exercise Price of a Stock option shall be payable upon the
exercise of the Stock Option by either cash or check. Exercise of a Stock
Option shall not be effective until the Company has received written notice of
exercise. The notice must specify the number of whole shares to be purchased
(which may not be less than 100 whole shares) and be accompanied by payment in
full of the aggregate Exercise Price of the number of shares purchased.
(d) Where the Company determines, in its discretion, that the exercise of
a Stock Option may give rise to an obligation to withhold Federal, state or
local income or other taxes, the Company may, in its discretion, require, as a
condition to the exercise of the Stock Option, the payment to the Company of
funds in addition to the exercise price of the Stock Option sufficient to
satisfy any such withholding obligations.
(e) No fractional shares shall be issued pursuant to the exercise of a
Stock Option, and no payment shall be made in lieu of fractional shares.
(f) The Common Stock issued upon the exercise of Stock Options may be (i)
authorized but unissued shares of Common Stock, (ii) Common Stock then held in
the treasury of the Company or (iii) issued and outstanding shares of Common
Stock repurchased by the Company for such purpose.
SECTION 4. ADMINISTRATION OF THE PLAN.
(a) The Ineligible Directors shall administer the Plan and shall have such
powers and authority as may be necessary for them to carry out their functions
as described in the Plan. The Ineligible Directors shall have the
2.
<PAGE>
authority and discretion to interpret the Plan and to make all other
determinations necessary for Plan administration and to prescribe, amend and
rescind any rules and regulations relating to the Plan, provided that the
Ineligible Directors shall not have the discretion or authority to disregard or
change any of the terms and conditions under which Stock Options are granted to
Directors or may be exercised under the Plan. Stock Option Grants shall be
automatic as described in Section 3. All Ineligible Director interpretations,
determinations and actions shall be final and binding on all parties.
(b) Stock Options shall be evidenced by a written instrument in such form
as the Ineligible Directors shall approve and shall not include any terms and
conditions that are inconsistent with the provisions of this Plan. Shares of
Common Stock issued pursuant to a Stock Option may be legended if deemed
necessary by the Ineligible Directors to comply with applicable Federal or state
securities laws.
(c) The Ineligible Directors shall not be liable for any action or
determination made in good faith with respect to the Plan or any Stock Option
granted hereunder.
SECTION 5. ELIGIBILITY.
All Directors (as defined herein) shall be eligible to participate in the Plan.
SECTION 6. ADJUSTMENT PROVISIONS.
(a) Notwithstanding any other provision hereof except to the extent
provided in this Section 6, in the event of any change in the number of
outstanding shares of Common Stock effected without receipt of consideration
therefor by the Company, by reason of a stock dividend, or split, combination,
exchange of shares or other recapitalization, merger, or otherwise, in which the
Company is the surviving corporation, the aggregate number and class of the
reserved shares, the number and class of shares subject to each outstanding
Stock Option and the Exercise Price of each outstanding Stock Option shall be
automatically adjusted to accurately and equitably reflect the effect thereon of
such change, provided that each Stock Option shall be subject only to such
adjustment as shall be necessary to maintain the proportionate interest of the
holder thereof and preserve, without exceeding, the value of such Stock Option,
and, provided further, that any fractional share resulting from such adjustment
may be eliminated. In the event of a dispute concerning such adjustment, the
decision of the Ineligible Directors shall be conclusive. The number of
reserved shares or the number of shares subject to any outstanding Stock Option
shall be automatically reduced or increased by any fraction included therein
which results from any adjustment made pursuant to this Section 6.
(b) Adjustments under Section 6(a) shall be made by the Ineligible
Directors, and their determination as to what adjustments shall be made and the
extent thereof shall be final, binding and conclusive. No fractional shares of
Common Stock shall be issued under the Plan on account of any such adjustments.
SECTION 7. GENERAL PROVISIONS.
(a) Nothing in the Plan or in any instrument executed pursuant to the Plan
shall confer upon any Director any right to continue to serve as a member of the
Board or shall affect the right of the Company and its shareholders to terminate
the services of any Director as a member of the Board at any time, with or
without cause.
(b) No shares of Common Stock shall be issued or transferred upon the
exercise of a Stock Option unless all applicable requirements imposed by federal
and state securities laws, regulatory agencies and markets in which the Common
Stock may be traded have been fully complied with. As a condition precedent to
the issuance of shares pursuant to the exercise of any Stock Option, the Company
may require the Director to meet such requirements.
(c) No Director and no beneficiary or other person claiming under or
through such Director shall have any right, title or interest in any shares of
Common Stock allocated or reserved under the Plan or subject to any Stock Option
except as to such shares of Common Stock, if any, that have been issued or
transferred to such Director or beneficiary.
3
<PAGE>
(d) No Stock Option or any other right under the Plan, contingent or
otherwise, shall be transferable, assignable or subject to any encumbrance,
pledge or charge of any nature, other than by will or the laws of descent or
distribution. Upon the death of the Director, if the beneficiary of any Stock
Option is the executor or administrator of the estate of the Director, any
rights with respect to the Stock Option may be transferred to the person or
persons or entity (including a trust) entitled thereto under the will of the
holder of the Stock Option. If no beneficiary is designated, the Director's
legal representative shall be the beneficiary, and any rights with respect to
the Stock Option may be transferred to the Director's legal representative. If
the beneficiary is a person or entity other than the executor or administrator
of the estate of the Director, any rights with respect to the Stock Option may
be transferred to the designated beneficiary.
SECTION 8. AMENDMENT
(a) Subject to shareholder approval where expressly required by law or
regulation, the Board shall have the power to amend, suspend or terminate the
Plan at any time. No amendment will, except to the extent permitted in Section
6, or unless approved by the shareholders of the Company if such approval is
required by law or regulation:
(i) Change the class of persons eligible to receive Stock Options under
the Plan,
(ii) Materially increase the benefits accruing to Directors under the
Plan, or
(iii) Increase the duration of the Plan.
(b) The Board may not, without the Director's written consent, modify the
terms and conditions of a Stock Option previously granted under the Plan.
(c) No amendment, suspension or termination of the Plan shall, without the
Director's written consent, alter, terminate or impair any right or obligation
under any Stock Option previously granted under the Plan. Notwithstanding any
provision to the contrary herein, an amendment revising the price, date of
exercisability, option term or amount of shares of Common Stock covered by a
Stock Option may not be made more frequently than every six months, unless such
an amendment is required to comply with the Code or the Employee Retirement
Income Security Act or the rules promulgated thereunder.
(d) Notwithstanding any provision to the contrary herein, Stock Options
held by a Director shall expire as follows:
(i) If a Director ceases, for any reason other than such Director's
death or disability (as defined in Section 22(e)(3) of the Code), to be a
director of at least one of the corporations in the group of corporations
consisting of the Company and its Affiliates and the Director does not
remain or thereupon become an employee of the Company or one or more of its
Affiliates, the portion, if any, of a Stock Option that remains
unexercised, including that portion, if any, that is not yet exercisable,
on the date of the Director's ceasing to be a director (or, if upon ceasing
to be a director the Director remained or became an employee of the Company
or one or more of its Affiliates, on the date of the Director's ceasing to
be an employee,) shall terminate and cease to be exercisable as of such
date.
(ii) If a Director ceases by reason of a disability (as defined in
Section 22(e)(3) of the Code) to be a director or employee of at least one
of the corporations in the group of corporations consisting of the Company
and its Affiliates, such Director shall have the right, for a period of 90
days after the date of cessation of directorship or employment, to exercise
a Stock Option to the extent such Stock Option is exercisable on the date
of his cessation of directorship or employment, and the Stock Option shall
terminate and cease to be exercisable as of the end of such 90 day period.
(iii) If a Director dies while a member of the Board of the
Company or an Affiliate or while an employee thereof, a Stock option shall
be exercisable by such Director's legal representatives, legatees, or
4
<PAGE>
distributees for one (1) year following the date of such Director's death
to the extent the Stock Option is exercisable on such Director's date of
death, and the Stock Option shall terminate and cease to be exercisable as
of the first anniversary of the Director's death.
In the event that regulations and rules of the Securities and Exchange
Commission cease to require shareholder approval as a condition of exemption
under Rule 16b-3 or any successor rule or regulation, and shareholder approval
is not required as a condition of registration or listing with an applicable
national market system or stock exchange, this Plan shall cease to be subject to
shareholder approval, and any amendment, suspension or termination of the Plan
shall be deemed to be effective upon adoption by the Board.
SECTION 9. EFFECTIVE DATE OF PLAN AND DURATION OF PLAN.
The Plan shall become effective upon adoption by the Board; however, the
Plan and all Stock Options granted under the Plan shall be void AB INITIO and
without further force or effect unless prior to June 6, 1996 the holders of a
majority of the Common Stock present or represented at a meeting of shareholders
approve the Plan. Notwithstanding Section 3(a), no certificates for shares
shall be issued pursuant to section 3(a) prior to receiving the shareholder
approval referred to in the preceding sentence.
Unless previously terminated, the Plan shall terminate and no more Stock
Options may be granted on the expiration of 10 years after adoption of the Plan
by the Board. The Plan shall continue in effect with respect to Stock Options
granted before termination of the Plan until such Stock Options have been
settled, terminated, or forfeited.
IN WITNESS WHEREOF, Helen of Troy Limited, acting by and through its
officers hereunto duly authorized has executed this instrument, this 6th day of
June, 1995, but to be effective as specified in Section 9.
HELEN OF TROY LIMITED
/s/ Aaron M. Shenkman
--------------------------------------
Aaron M. Shenkman
President and Chief Operating Officer
5
<PAGE>
EXHIBIT 5.1
<PAGE>
29 August, 1996
Helen of Troy Limited,
6827 Market Avenue,
El Paso, Texas 79915,
United States of America.
Dear Sirs,
RE:HELEN OF TROY LIMITED (THE "COMPANY")
REGISTRATION OF COMMON STOCK
We have acted as special legal counsel in Bermuda to the Company in
connection with the registration by the Company of an aggregate of 240,000 of
its common shares of US$0.10 par value (the "Shares") to be issued pursuant to
the Helen of Troy Limited 1995 Non-Employee Director Stock Option Plan (the
"Plan").
For the purposes of giving this opinion, we have examined a facsimile copy
dated 28 August, 1996 of a draft Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission on 30 August, 1996 under the Securities Act of 1933, as amended (the
"Act").
We have also reviewed the memorandum of association and the by-laws of the
Company, a certified copy of resolutions passed at a meeting of its directors
and at a meeting of its shareholders held on 23 August, 1995, and such other
documents and made such enquiries as to questions of law as we have deemed
necessary in order to render the opinion set forth below.
We have assumed (a) the genuineness and authenticity of all signatures and
the conformity to the originals of all copies of documents (whether or not
certified), (b) the accuracy and completeness of all factual representations
made in the Registration Statement and other documents reviewed by us, (c) full
payment for the Shares upon the exercise of the stock options pursuant to the
Plan, (d) that there is no provision of the law of any jurisdiction, other than
Bermuda, which would have any implication in relation to the options expressed
herein.
We have made no investigation of and express no opinion in relation to the
laws of any jurisdiction other than Bermuda. This opinion is to be governed by
and construed in accordance with the laws of Bermuda and is limited to and is
given on the basis of the current law and practice in Bermuda. This opinion is
issued solely for your benefit and is not to be relied upon by any other person,
firm or entity or in respect of any other matter.
On the basis of and subject to the foregoing, we are of the opinion that
the Shares to be registered by the Company as described in the Registration
Statement when issued by the Company, will be validly issued, fully paid and
nonassessable (meaning that no further sums will be payable with respect to the
holdings of the Shares).
We hereby consent to the filing of this opinion as exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category or persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Yours faithfully,
CONYERS, DILL & PEARMAN
By: /s/ Conyers, Dill & Pearman
<PAGE>
EXHIBIT 23.2
<PAGE>
Independent Auditor's Consent
The Board of Directors
Helen of Troy Limited:
We consent to incorporation by reference herein of our report dated April 30,
1996, relating to the consolidated balance sheets of Helen of Troy Limited and
subsidiaries (the "Company") as of February 29, 1996 and February 28, 1995, and
the related consolidated statements of income, stockholders' equity, and cash
flows, and related schedule for each of the years in the three-year period ended
February 29, 1996, which report appears in the February 29, 1996 annual report
on Form 10-K of Helen of Troy Limited. Our report refers to the Company's
change in method of accounting for income taxes effective March 1, 1993.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
El Paso, Texas
August 28, 1996
