<PAGE> 1
As filed with the Securities and Exchange Commission on November 13, 1998
Registration No. 333-____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-3
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
incorporation or organization) Identification Number)
6827 MARKET AVENUE
EL PASO, TEXAS 79915
(915) 779-6363
(Address, including zip code, and telephone number,including area code,
of registrant's principal executive offices)
--------------------------
SAM L. HENRY
HELEN OF TROY LIMITED
6827 MARKET AVENUE
EL PASO, TEXAS, 79915
(915) 779-6363
(Name, address, including zip code, 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
(214) 978-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
TITLE OF EACH CLASS OF SHARES AMOUNT TO BE REGISTERED PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED AGGREGATE PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SECURITY(2) PRICE(2)
===================================================================================================================================
<S> <C> <C> <C> <C>
Common Shares, par value $.10 350,000 $15.125 $5,293,750 $1,471.66
per share
===================================================================================================================================
Common Shares, par value $.10 580,000(1) $15.125 $8,772,500 $2,438.76
per share
===================================================================================================================================
</TABLE>
(1) Includes 350,000 Common Shares issuable upon exercise or redemption of
Contingent Value Rights and 230,000 Common Shares issuable pursuant to a
contingent purchase price arrangement. For purposes of estimating the number
of Common Shares issuable upon exercise or redemption of the Contingent Value
Rights and issuable pursuant to the contingent purchase price arrangement, the
registrant calculated the number of shares to be issued based upon an assumed
price of $10.00. In accordance with Rule 416 of the Securities Act of 1933, as
amended (the "Securities Act"), there are also being registered such additional
Common Shares as may become issuable pursuant to the anti-dilution provisions of
the Contingent Value Rights.
(2) Estimated solely for the purpose of computing the amount of the registration
fee in accordance with Rule 457(c) of the Securities Act on the basis of the
average of the high and low sales prices of the Common Shares on the Nasdaq
National Market on November 12, 1998.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
===============================================================================
<PAGE> 2
SUBJECT TO COMPLETION DATED NOVEMBER 13, 1998
PROSPECTUS
HELEN OF TROY LIMITED
930,000 COMMON SHARES
THE COMMON SHARES
The shareholders of Helen of Troy Limited ("HoT") listed below are offering and
selling up to 930,000 common shares of Helen of Troy Limited ("HoT Common
Shares") under this prospectus. There are four selling shareholders. These
selling shareholders were formerly shareholders of DCNL, Inc. which was
acquired by HoT on October 19, 1998. The selling shareholders acquired 350,000
HoT Common Shares as a result of the acquisition. In addition, there are an
additional 580,000 HoT Common Shares which may be issued in the future by HoT
as a result of the acquisition. Some or all of the selling shareholders expect
to sell their shares.
THE PROCEEDS AND DETERMINING THE OFFERING PRICE
All net proceeds from the sale of the HoT Common Shares will go to the
shareholders who offer and sell their shares. Accordingly, HoT will not receive
any proceeds from sales of the HoT Common Shares.
HoT Common Shares are listed on the Nasdaq National Market, and trade on the
ticker symbol: "HELE." We anticipate that the HoT Common Shares being sold
under this prospectus will be listed on the Nasdaq National Market, although
that listing has not yet been approved. If that listing is approved, the
selling shareholders may offer their HoT Common Shares through public or
private transactions. These transactions may take place on or off the Nasdaq,
or on or off another national securities exchange on which HoT Common Shares
are approved for listing in the future. The transactions may take place at
prevailing market prices or at privately negotiated prices. On November 12,
1998, the closing price of one HoT Common Share on the Nasdaq National Market
was $15.125.
RISK FACTORS
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 2 IN THIS
PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES, SHARES, OR
STOCK OTHER THAN THE SHARES TO WHICH IT RELATES, NOR IS IT A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES, SHARES, OR STOCK OTHER THAN THE SHARES TO WHICH IT
RELATES. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO
BUY SECURITIES IN ANY CIRCUMSTANCES IN WHICH AN OFFER OR SOLICITATION IS
UNLAWFUL.
THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE UNDER THIS PROSPECTUS SHALL
NOT, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT HOT IS OPERATING UNDER
THE SAME CONDITIONS THAT IT WAS OPERATING UNDER WHEN THIS PROSPECTUS WAS
WRITTEN. YOU CANNOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS
CORRECT AT ANY TIME, EXCEPT FOR ON THE DATE OF THIS PROSPECTUS. DO NOT ASSUME
THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AT ANY TIME PAST
THE DATE LISTED.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE
HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT.
The date of this prospectus is November ____, 1998.
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<PAGE> 3
SUMMARY OF THE COMPANY AND OF THIS OFFERING
Helen of Troy Limited ("HoT" or the "Company") primarily engages in
designing, manufacturing and distributing a wide variety of personal care
appliances and hair care accessories. We sell our products to retail stores,
distributors, and professional beauty supply customers. Most of our customers
are in the United States, Canada and Europe, although we also have some
customers and distribution in Latin America and the Far East. Our principal
executive offices are located at 6827 Market Avenue, El Paso, Texas, 79915. The
phone number is (915) 779-6363.
In a recent transaction, we acquired DCNL, Inc., a California
corporation ("DCNL"), engaged in a similar business to ours. We paid for DCNL
with $1,875,000 in cash and by issuing 350,000 HoT Common Shares and Contingent
Value Rights ("CVRs") to the DCNL shareholders. Each DCNL shareholder received
one CVR for each share of HoT Common Shares received. HoT reserved 350,000 HoT
Common Shares which might be issued in the future under the CVRs. A description
of the CVRs is contained in the section called "Selling Security Holders." HoT
also reserved an additional 230,000 HoT Common Shares, which might be issued in
the future to the DCNL shareholders under a contingent purchase price
arrangement (the "Earnout"). Under the Earnout, the DCNL shareholders will
receive more HoT Common Shares at a certain period of time if certain sales
projections are met. The specific sales projections are discussed below in the
section called "Selling Security Holders." The actual number of HoT Common
Shares which might be issued under the CVRs and the Earnout may be
substantially less than the 580,000 HoT Common Shares reserved for issuance
under the CVRs and the Earnout.
This transaction was agreed to in an Agreement, dated as of October
16, 1998 (the "Agreement"). The Agreement was signed by the following parties:
HoT, DCNL, DCNL Merger Corp. (a Texas corporation and wholly-owned subsidiary
of HoT), and the DCNL shareholders (the "sellers" or the "selling
shareholders"). The HoT Common Shares issued in that transaction and the HoT
Common Shares issuable pursuant to the CVRs and the Earnout are the HoT Common
Shares being offered under this prospectus.
RISK FACTORS
Competition. The sale of personal care appliances and hair care
accessories is characterized by intense competition. Competition is based upon
product features, quality and price. It is also based upon innovation in the
design of new products and replacement models, and in marketing and
distribution approaches. The Company believes that its future success will
depend upon its ability to develop and produce reliable products which
incorporate developments in technology, and which satisfy consumers' tastes in
style and design and on its ability to market its products at competitive
prices. We encounter significant competition from many domestic and
international companies with substantially greater financial resources. Our
competitors include Conair Corporation, Windmere-Durable Holdings, Inc., Goody
Products Inc., a division of Newell Company, and L and N Marketing and Sales
Corporation. We cannot assure you that we will be able to successfully compete
with these or other companies in the future.
Foreign Operations. We primarily manufacture our products in the
People's Republic of China, Thailand, Taiwan, and South Korea (the "Far East
countries"). A small percentage of our products are purchased in other
countries, including the United States and Mexico. Our manufacturing operations
use molds and other tools owned by the Company's wholly-owned subsidiary, Helen
of Troy Limited, a Barbados corporation. The Company purchases goods from its
subsidiary, which contracts with unrelated factories. A portion of the
subsidiary's assets, including equipment and molds, are located in the Far East
countries.
Because of the location of these manufacturing processes, the supply
and cost of our products can be affected by several factors. These factors
include, among other things, trade barriers, increased import duties,
imposition of tariffs, imposition of import quotas, currency exchange
fluctuations, interruption of sea or air transportation, and economic and
political unrest. So far, political changes in the Far East countries have not
affected the Company's ability to obtain its products. Also, the Company
believes that facilities in other countries are adequate to produce what it
needs. However, the relocation of production and our operations, should it
become necessary, could result in product shipment delays and increased
production costs. Delays or increased production costs could adversely affect
the profitability of the Company.
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<PAGE> 4
Reliance upon certain customers. The Company's sales of its products
to its largest customers represent a large percentage of its total net sales.
In the fiscal years ended February 28, 1997 and 1998, the sales to the
Company's largest customer and its affiliates was 27% and 29%, respectively, of
total sales during such fiscal year. Further, in the fiscal year ended February
28, 1996, net sales to three customers comprised 29%, 10%, and 10% of total net
sales, respectively. Although we enjoy long-established relationships with our
largest customers, we do not have long-term supply contracts with any of them.
A decrease in, or loss of, business from any of our major customers could
detrimentally affect both our operations and our financial condition.
Retail industry. Retail sales depend, in part, on general economic
conditions. A significant decline in economic conditions could negatively
impact the sales that our retail customers will be able to make. If this
occurs, then our sales and profitability will suffer also. In addition, as a
result of many retailers' desire to more closely manage inventory levels, many
retailers make purchases on a "just-in-time" basis. This concept requires us to
shorten our "lead time" for production (the period of time between
manufacturing a product and actually delivering it to the customer). As a
result, we must more closely anticipate demand so that our products will be
ready when the customer orders them. This may require us to carry additional
inventories, which may increase the cost of overhead and insurance. Carrying
extra inventories also means money is tied up in the cost of carrying those
inventories which increases interest expense. In addition, if there is a
general downturn in economic conditions, the Company may be required to sell
inventories at a price less than its normal selling price to reduce its
exposure to the large inventories required by our customers. This could result
in losses for the Company.
Seasonality of business. Our business is generally seasonal.
Historically, we experience higher revenues in the second and third quarters
(June through November) of each fiscal year, when a disproportionate number of
our sales occur. These higher revenues generally increase the gross profit and
the net earnings of the Company during those same months. By the same token, we
experience lower revenues during the first and fourth fiscal quarters (December
through May), and this usually decreases gross profit and net earnings in those
months. We believe that this "seasonality" will continue.
The increased demand from June to November primarily derives from
"back to school" sales in the late summer, and from Christmas sales in the
autumn. Because we anticipate a higher number of sales in these months, we
purchase substantial amounts of inventory to satisfy anticipated customer
demand. If for any reason our sales are below what we normally expect to sell
during these months, our revenues, gross profit, and net earnings would be
adversely affected for the entire year. (Please note the section on the "Retail
Industry" above, and especially its discussion of a general downturn in
economic conditions). Also, as a result of having to carry additional
inventory, we have less available capital on hand in those periods. This
capital might otherwise have been invested. This results in reduced interest
income.
Risks attendant to our acquisition strategy. We regularly consider the
acquisition of other companies engaged in the design, manufacture and
distribution of personal care appliances and hair care accessories, and related
products. At any given time, we may be in various stages of considering such
opportunities. We cannot assure you that we will be able to find and identify
desirable acquisition targets. Nor can we assure you that we will be successful
in entering into a definitive agreement with any one target. Also, even if a
definitive agreement is reached, there is no assurance that any future
acquisition will be completed.
We typically anticipate that any acquisitions will bring certain
benefits to the Company, such as an increase in sales. However, it is difficult
to determine if such benefits can actually be realized prior to completing an
acquisition. Accordingly, there is a risk that any acquired company may not
achieve an increase in sales or other benefits for the Company. There may be
additional costs and other expenses which were not anticipated at the time of
the acquisition. Any of these events could result in a material adverse effect
on the Company's business operations and financial performance.
The process of integrating acquired companies into our existing
business may also result in unforeseen difficulties. Unforeseen operating
difficulties may absorb significant amounts of management attention which might
otherwise be devoted to our existing business. Also, the process may require
significant financial resources that would otherwise be available for other
activities, including the ongoing development or expansion of our existing
operations. Finally, future acquisitions could result in our having to incur
additional debt and/or contingent liabilities. All of these possibilities might
have a material adverse effect on our financial condition and on our
operations.
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Dependence on key employees. Our operations require managerial and
operational expertise. We cannot assure you that any of our key employees will
remain employed by the Company. The loss of a key employee or key employees
could have a material adverse effect on our operations.
Quarterly Earnings Fluctuations. As is the case with many companies in
our industry, the Company's operating results are affected by the seasonal
nature of the industry. (Please note the section on "Seasonality" above.)
Accordingly, the Company's operating results may fluctuate from quarter to
quarter.
Possible Volatility of Stock Price. The market price for shares of our
stock has varied significantly and may be volatile depending on news
announcements and changes in general market conditions. In particular, news
announcements regarding quarterly or annual results of operations, or news
announcements regarding competitive developments impacting the Company, may
cause significant fluctuations in the market price of our stock.
USE OF PROCEEDS
You will find this information on the cover page of this prospectus.
DETERMINATION OF OFFERING PRICE
You will find this information on the cover page of this prospectus.
SELLING SECURITY HOLDERS
A total of 350,000 HoT Common Shares were delivered to the DCNL
shareholders in the acquisition. In addition, one CVR was delivered for each
HoT Common Share delivered. At the same time that the Agreement was signed,
however, the same parties to that agreement, joined by another party, Chase
Bank of Texas, N.A., signed an Escrow Agreement dated as of October 16, 1998.
Under the Escrow Agreement, 50,000 HoT Common Shares issued to the selling
shareholders under the Agreement were delivered to the escrow agent, Chase Bank
of Texas, N.A. The same number of CVRs were also issued to the selling
shareholders and delivered to the escrow agent. HoT may use the escrowed shares
and CVRs to satisfy our indemnification claims if there is a breach of certain
representations and warranties made in the Agreement.
A CVR entitles the holder to obtain additional HoT Common Shares. Each
CVR entitles the holder to obtain HoT Common Shares equal to the product of (i)
one, times (ii) a fraction, the numerator of which is $20 minus the average of
closing price of a HoT Common Share for the five consecutive trading days prior
to October 16, 1999 (the "Current Market Value"), and the denominator of which
is the Current Market Value. The purpose of the CVRs is to give the DCNL
shareholders protection against the HoT Common Share price being less than $20.
With the exception of the CVRs held in escrow, the CVRs can generally be
redeemed by HoT prior to October 16, 1999, and the CVRs automatically terminate
in the event the average price of a HoT Common Share for 5 consecutive trading
days equals or exceeds $20.
The Agreement reserves 230,000 HoT Common Shares which might be issued
in the future to the DCNL shareholders under an Earnout. Under the Earnout, the
DCNL shareholders will receive more HoT Common Shares if the following sales
projections are met: the Earnout will be paid in two installments, the first in
the amount of up to 30,000 HoT Common Shares if HoT's net sales of DCNL
products for the three month period ending January 31, 1999 are at least
$4,000,000, and the second in the amount of up to 200,000 HoT Common Shares if
HoT's net sales of DCNL products for the year ending December 31, 1999 are at
least $18,000,000.
In the Agreement, we also agreed to register the HoT Common Shares
issued to the selling shareholders, and to use our best efforts to keep the
registration statement effective until the earliest of:
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(1) twenty-four months; or
(2) until the HoT Common Shares are no longer considered "restricted
stock" within the meaning of Rule 144 of the Securities Act of 1933
(the "Securities Act") and any restrictive legend can be removed; or
(3) until all the HoT Common Shares have been resold by the sellers
pursuant to Rule 144 of the Securities Act, or pursuant to an
effective registration statement.
The following list of selling shareholders includes the four shareholders that
received HoT Common Shares through the DCNL merger. The HoT Common Shares
listed below represent all of the HoT Common Shares that each selling
shareholder currently owns, or which each selling shareholder may own, either:
(1) upon the release of the HoT Common Shares from escrow or (2) pursuant to
the CVRs or (3) issued pursuant to an Earnout provision in the Agreement:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
SELLING SHAREHOLDER SHARES OWNED PRIOR TO SHARES BEING OFFERED SHARES OWNED AFTER
OFFERING (1) OFFERING
==================================================================================================================
<S> <C> <C> <C>
Darryl R. Cohen 454,334(2)(3) 454,334 0
- ------------------------------------------------------------------------------------------------------------------
Nini Cohen 227,166(2)(3) 227,166 0
- ------------------------------------------------------------------------------------------------------------------
Lisa Dake Brown 148,800(2)(3) 148,800 0
- ------------------------------------------------------------------------------------------------------------------
Dennis L. Bergquist 99,700(2)(3) 99,700 0
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Assumes that all of the HoT Common Shares held by the selling shareholders
and being offered under this prospectus are sold, and that the selling
shareholders acquire no additional shares of HoT Common Shares before the
completion of this offering. Each selling shareholder owns less than 1% of the
total number of HoT Common Shares outstanding.
(2) 50,000 HoT Common Shares and 50,000 CVRs are being held in escrow under an
Escrow Agreement dated as of October 16, 1998, which may be used to indemnify
HoT against certain claims relating to the merger. The selling shareholders,
and the number of HoT Common Shares and CVRs held in escrow on behalf of each,
are as follows:
<TABLE>
<CAPTION>
HoT
Selling Shareholder Common Shares CVRs
------------------- ------------- ----
<S> <C> <C>
Darryl R. Cohen 25,000 25,000
Nini Cohen 12,500 12,500
Lisa Dake Brown 8,000 8,000
Dennis L. Bergquist 4,500 4,500
------ ------
50,000 50,000
====== ======
</TABLE>
(3) These amounts include up to 580,000 HoT Common Shares that might be issued
in the future under the CVRs and the Earnout. The selling shareholders, and the
amount of HoT Common Shares which might be issued in the future, are as
follows:
<TABLE>
<CAPTION>
HoT
Selling Shareholder Common Shares
------------------- -------------
<S> <C>
Darryl R. Cohen 284,667
Nini Cohen 142,333
Lisa Dake Brown 92,800
Dennis L. Bergquist 60,200
-------
580,000
=======
</TABLE>
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PLAN OF DISTRIBUTION
The selling shareholders may offer their HoT Common Shares at various
times in one or more of the following transactions:
O on any of the United States securities exchanges where our HoT
Common Shares are listed, including the Nasdaq National Market,
or any other exchange where our HoT Common Shares may be listed
in the future;
O in the over-the-counter market;
O in transactions other than on such exchanges or in the
over-the-counter market;
O in connection with short sales of the HoT Common Shares;
O by pledge to secure debts and other obligations;
O in connection with the writing of non-traded and exchange-traded
call options, in hedge transactions and in settlement of other
transactions in standardized or over-the-counter options; or
O in a combination of any of the above transactions.
The selling shareholders may sell their HoT Common Shares at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices.
The selling shareholders may use broker-dealers to sell their HoT
Common Shares. If this happens, broker-dealers will either receive discounts or
commissions from the selling shareholders, or they will receive commissions
from purchasers of HoT Common Shares for whom they acted as agents.
This offering is the effect of a plan of acquisition, under which HoT
acquired all of the outstanding shares of DCNL. The general effect of this
acquisition is that DCNL became a wholly-owned subsidiary of HoT on October 16,
1998, pursuant to the Agreement outlined above. Upon approval of a listing by
the Nasdaq National Market, the HoT Common Shares will be offered on that
exchange, under the symbol "HELE."
The selling shareholders and any brokers and dealers who sell the HoT
Common Shares may be deemed to be "underwriters" within the meaning of the
Securities Act. The commissions, discounts, or other compensation paid to such
persons may be regarded as underwriters' compensation. Also, certain of the
selling shareholders are trusts or custodianships. These entities may in the
future distribute their HoT Common Shares to their beneficiaries. These shares
may later be distributed, sold, pledged, hypothecated or otherwise transferred.
To comply with the securities laws of certain jurisdictions, the
securities offered in this prospectus will be offered or sold in those
jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain jurisdictions the securities offered in this prospectus
may not be offered or sold unless they have been registered or qualified for
sale in those jurisdictions, or unless an exemption from registration or
qualification is available and is complied with. The rights under this
Registration Statement and prospectus are assignable to the distributees,
pledgees or other transferees of the selling shareholders.
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LEGAL MATTERS
The validity of the issuance of the HoT Common Shares offered in this
prospectus will be passed upon for the selling shareholders by Conyers, Dill &
Pearman, Bermuda counsel to HoT.
EXPERTS
The consolidated financial statements and schedule of Helen of Troy
Limited as of February 28, 1998 and 1997, and for each of the years in the
three-year period ended February 28, 1998, have been incorporated by reference
herein and in the registration statement 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.
MATERIAL CHANGES
We know of no material changes in our affairs that have occurred since
the end of the latest fiscal year, except for any changes included in the
documents that are incorporated by reference in this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
HoT is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Thus, we file annual,
quarterly and special reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). You may read, inspect, and copy
any document we file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C., 20549, or in the public reference rooms located in New
York, N.Y. and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our SEC filings are also
available to the public from the SEC's Website at "http://www.sec.gov". Copies
of our filings may also be obtained at prescribed rates upon request from the
Public Reference Section of the Commission at 450 Fifth Street, NW, Washington,
D.C. 20549. The HoT Common Shares are listed on the Nasdaq National Market, and
such reports, proxy statements and other information can also be inspected at
the offices of the NASDAQ National Market, Inc., Reports Section, 1735 K Street
N.W., Washington, D. C. 20006.
HoT has filed with the SEC a registration statement on Form S-3 under
the Securities Act, with respect to these HoT Common Shares. This prospectus,
which constitutes a part of that registration statement, does not contain all
the information contained in that registration statement and its exhibits. For
further information with respect to HoT and the HoT Common Shares, you should
consult the registration statement and its exhibits. Statements contained in
this prospectus concerning the provisions of any documents are necessarily
summaries of those documents, and each statement is qualified in its entirety
by reference to the copy of the document filed with the SEC. The registration
statement and any of its amendments, including exhibits filed as a part of the
registration statement or an amendment to the registration statement, are
available for inspection and copying through the entities listed above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below as (a), (b), (c) and (d):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended May 31, 1998;
(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended August 31, 1998; and
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(d) The Company's description of its HoT Common Shares, 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.
Each document filed after the date of this prospectus under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act and before the termination of the
offering is also incorporated by reference into this prospectus and is made a
part of this prospectus from the date of its filing. Any statement contained in
a document incorporated or deemed to be incorporated by reference in this
prospectus is deemed to be modified or superseded for purposes of this
prospectus, if this prospectus or another document incorporated or deemed to be
incorporated by reference in this prospectus 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.
HoT will furnish without charge, upon written or oral request, to each
person, including any beneficial owner, to whom this prospectus is delivered, a
copy of any or all of the documents incorporated by reference into this
prospectus, except the exhibits to such documents (unless the exhibits are
specifically incorporated by reference into such documents). Such requests
should be directed to Helen of Troy Limited, 6827 Market Avenue, El Paso,
Texas, 79915. The phone number is (915) 779-6363.
DISCLOSURE OF THE SEC'S POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the company pursuant to the foregoing provisions, the company has
been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable.
9
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The table below sets forth the estimated expenses expected to be paid
by HoT in connection with the issuance and distribution of the HoT Common
Shares covered by this Registration Statement. For information concerning
certain additional expenses that HoT and/or the selling shareholders may be
required to pay in the event that there is an underwritten offering of the HoT
Common Shares, see "Plan of Distribution."
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............................$ 3,084
Legal fees and expenses (other than blue sky).................................. 10,000
Accounting fees and expenses................................................... 6,700
Nasdaq listing fee............................................................. 17,500
Miscellaneous.................................................................. 2,000
-----------
Total $.....................................................................$ 39,284
</TABLE>
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 98 of the Companies Act of 1981 of Bermuda (as amended, the
"Act") provides generally that a Bermuda company may indemnify its directors,
officers and auditors against any liability which by virtue of Bermuda 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 Bermuda
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 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 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.
The preceding discussion of the Company's 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.
10
<PAGE> 11
EXHIBITS
The following are filed as exhibits to this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.1 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 SEC on December 30, 1993
(Registration No. 33-73594)).
3.2 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 SEC on December 30, 1993 (Registration No.
33-73594)).
5.1 Opinion of Conyers, Dill & Pearman*
23.1 Consent of Conyers, Dill & Pearman* (See Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP*
24.1 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:
(A) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(B) 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 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;
(C) 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)(A) and (a)(1)(B) 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.
11
<PAGE> 12
(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.
12
<PAGE> 13
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-3 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 November 12, 1998.
HELEN OF TROY LIMITED
By:/s/ Gerald J. Rubin
---------------------------------
Gerald J. Rubin
Chairman and Chief Executive Officer (Principal
Executive Officer)
13
<PAGE> 14
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Gerald J. Rubin
------------------------------------------ Chairman, Chief Executive Officer November 12, 1998
GERALD J. RUBIN and Director (Principal Executive
Officer)
/s/ H. McIntyre Gardner
------------------------------------------ President and Chief Operating November 12, 1998
H. MCINTYRE GARDNER Officer
/s/ Sam L. Henry
------------------------------------------ Senior Vice-President, Finance, November 12, 1998
SAM L. HENRY Secretary, and Chief Financial
Officer (Principal Financial and
Accounting Officer)
/s/ Stanlee N. Rubin
------------------------------------------ Director November 12, 1998
STANLEE N. RUBIN
/s/ Gary A. Abromovitz
------------------------------------------ Director November 12, 1998
GARY B. ABROMOVITZ
/s/ Christopher L. Carameros
------------------------------------------ Director November 12, 1998
CHRISTOPHER L. CARAMEROS
/s/ Byron H. Rubin
------------------------------------------ Director November 12, 1998
BYRON H. RUBIN
</TABLE>
14
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
----------- ----------- ----
<S> <C> <C>
3.1 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 SEC on
December 30, 1993 (Registration No. 33-73594)).
3.2 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 SEC on December 30, 1993
(Registration No. 33-73594)).
5.1 Opinion of Conyers, Dill & Pearman
23.1 Consent of Conyers, Dill & Pearman (See Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (included on the signature page of the Registration Statement)
</TABLE>
15
<PAGE> 1
EXHIBIT 5.1
12 November, 1998
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 SHARES
We have acted as special legal counsel in Bermuda to the Company in
connection with the registration by the Company of an aggregate of 930,000 of
its Common Shares of US$0.10 par value (the "Shares"), 350,000 of which were
issued and 580,000 which may be issued pursuant to the Agreement and Plan of
Merger entered into between the Company, DCNL, Inc., a California corporation,
DCNL Merger Corp., a Texas corporation, Darryl R. Cohen, Nini Cohen, Lisa Dake
Brown and Dennis L. Bergquist dated October 16, 1998 (the "Merger Agreement").
For the purposes of giving this opinion, we have examined a facsimile copy
dated 3 November 1998 of a draft Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission on 13 November, 1998 under the Securities Act of 1933, as amended
(the "Securities Act").
We have also reviewed the memorandum of association and the bye-laws of the
Company, a certified copy of resolutions passed at a meeting of its directors
held on October 14, 1998, 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) that
the 580,000 Shares issuable by the Company pursuant to the Merger Agreement
will, when issued, be registered in the Register of Members of the Company, and
(d) that there is no provision of the law of any jurisdiction, other than
Bermuda, which would have any implication in relation to the opinions 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 are, as to the 350,000 Shares already issued pursuant to the Merger
Agreement, validly issued, fully paid and nonassessable (meaning that no
further sums will be payable with respect to the holdings of the Shares), and
that the 580,000 Share issuable upon the exercise of the Contingent Value
Rights (as defined in the Merger Agreement) and upon the Company making
payments under the "Earnout" (as defined in the Merger Agreement) 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 an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of 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,
/s/ Conyers, Dill & Pearman
-------------------------------
CONYERS, DILL & PEARMAN
18
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Helen of Troy Limited:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG PEAT MARWICK LLP
El Paso, Texas,
November 13, 1998
