<PAGE> 1
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As filed with the Securities and Exchange Commission on October 8, 1998 Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
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. [ ]
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SHARES TO BE AGGREGATE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SECURITY(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Shares, par value $.10 per share 691,760 $13.156 $9,100,795 $2,685
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(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(c) on the basis of the
average of the high and low sales prices of the common shares, par value
$.10 per share, on the Nasdaq National Market on October 7, 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.
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<PAGE> 2
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED OCTOBER 8, 1998
PROSPECTUS
HELEN OF TROY LIMITED
691,760 COMMON SHARES
THE COMMON SHARES
The shareholders of Helen of Troy Limited ("HoT") listed below are offering
and selling 691,760 common shares of Helen of Troy Limited ("HoT Common Shares")
under this prospectus. There are seven selling shareholders. These selling
shareholders were formerly shareholders of Karina Inc. which was acquired by HoT
on September 25, 1998. The selling shareholders obtained their HoT Common Shares
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 October 7, 1998,
the closing price of one HoT Common Share on the Nasdaq exchange was $12.63.
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 October __, 1998.
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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 Karina Inc., a New Jersey corporation
engaged in a similar business to ours. We paid for Karina by issuing HoT Common
Shares to the Karina shareholders. In exchange, they surrendered all of the
outstanding common stock of Karina. This transaction was agreed to in an
Agreement and Plan of Merger, dated as of September 25, 1998. That Agreement and
Plan of Merger was signed by the following parties: HoT, Karina, Karina Merger
Corp. (a New Jersey corporation and wholly-owned subsidiary of HoT), and the
Karina shareholders (the "sellers" or the "selling shareholders"). The HoT
Common Shares issued in that transaction 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.
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
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demand so that our products will be ready when the customer orders them. This
may require us to carry additional inventories, which may increase interest
expense and 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.
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.
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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
Ninety percent of the HoT Common Shares (90%) that were issued to the selling
shareholders in the Karina acquisition were delivered directly to them. At the
same time that the Agreement and Plan of Merger 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 September 25, 1998. Under the Escrow
Agreement, ten percent (10%) of the HoT Common Shares issued to the selling
shareholders under the Agreement and Plan of Merger (or 69,173 shares) were
delivered to the escrow agent, Chase Bank of Texas, N.A. HoT may use the
escrowed shares to satisfy our indemnification claims if there is a breach of
certain representations and warranties made in the Agreement and Plan of Merger.
In the Agreement and Plan of Merger, 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:
(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 seven shareholders
that received HoT Common Shares through the Karina 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
upon the release of the HoT Common Shares from escrow or upon the distribution
of the HoT Common Shares from an applicable trust or custodianship:
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SELLING SHAREHOLDER SHARES OWNED PRIOR TO SHARES BEING OFFERED SHARES OWNED AFTER
OFFERING (1) OFFERING
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Robert Schoenfeld 228,282 (2) 228,282 0
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Gloria Schoenfeld 47,165 (2) 47,165 0
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Stephen Schoenfeld 148,414 (2) 148,414 0
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Michael Schoenfeld 148,414 (2) 148,414 0
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Karin Schoenfeld 94,331 (2) 94,331 0
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Philip Lieberman, trustee 6,288 (2) 6,288 0
f/b/o Karin Schoenfeld,
u/t/a
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Michael Schoenfeld, as 18,866 (2) 18,866 0
custodian for Madison
Schoenfeld under New
Jersey Uniform Gifts to
Minors Act
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(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) 69,173 HoT Common Shares are being held in escrow under an Escrow Agreement
dated as of September 25, 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 held in escrow on behalf of each, are as follows:
Robert Schoenfeld: 22,828 shares
Gloria Schoenfeld: 4,716 shares
Stephen Schoenfeld: 14,841 shares
Michael Schoenfeld: 14,841 shares
Karin Schoenfeld: 9,433 shares
Philip Lieberman,
Trustee f/b/o Karin
Schoenfeld u/t/a 628 shares
Michael Schoenfeld,
as custodian for
Madison Schoenfeld
under the New
Jersey Uniform Gifts
to Minors Act 1,886 shares
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.
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This offering is the effect of a plan of acquisition, under which HoT
acquired all of the outstanding shares of Karina. The general effect of this
acquisition is that Karina became a wholly-owned subsidiary of HoT on September
25, 1998, pursuant to the Agreement and Plan of Merger 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.
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
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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
(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.
7
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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."
Securities and Exchange Commission registration fee............... $ 2,685
Legal fees and expenses (other than blue sky)..................... 10,000
Accounting fees and expenses...................................... 6,700
Nasdaq listing fee................................................ 17,500
Miscellaneous..................................................... 2,000
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Total $........................................................ $ 38,885
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 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.
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.
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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.
(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.
II-2
<PAGE> 11
(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> 12
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 October 8, 1998.
HELEN OF TROY LIMITED
By:/s/ Gerald J. Rubin
---------------------------------
Gerald J. Rubin
Chairman and Chief Executive Officer (Principal
Executive Officer)
II-4
<PAGE> 13
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 October 8, 1998
- -------------------------------------------- and Director (Principal Executive
GERALD J. RUBIN Officer)
/s/ H. MCINTYRE GARDNER President and Chief Operating October 8, 1998
- -------------------------------------------- Officer
H. MCINTYRE GARDNER
/s/ SAM L. HENRY Senior Vice-President, Finance, October 8, 1998
- -------------------------------------------- Secretary, and Chief Financial
SAM L. HENRY Officer (Principal Financial and
Accounting Officer)
/s/ STANLEE N. RUBIN Director October 8, 1998
- --------------------------------------------
STANLEE N. RUBIN
</TABLE>
II-5
<PAGE> 14
<TABLE>
<S> <C> <C>
/s/ GARY A. ABROMOVITZ Director October 8, 1998
- --------------------------------------------
GARY B. ABROMOVITZ
/s/ CHRISTOPHER L. CARAMEROS Director October 8, 1998
- --------------------------------------------
CHRISTOPHER L. CARAMEROS
/s/ DANIEL S. MONTANO Director October 8, 1998
- --------------------------------------------
DANIEL C. MONTANO
/s/ BYRON H. RUBIN Director October 8, 1998
- --------------------------------------------
BYRON H. RUBIN
</TABLE>
II-6
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
----------- ----------- ----
<S> <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>
<PAGE> 1
EXHIBIT 5.1
8 October, 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 691,760 of
its Common Shares of US$0.10 par value (the "Shares") issued pursuant to the
Agreement and Plan of Merger entered into between the Company, Karina Inc., a
New Jersey corporation, Karina Merger Corp., a New Jersey corporation, Robert
Schoenfeld, Gloria Schoenfeld, Stephen Schoenfeld, Michael Schoenfeld, Karin
Schoenfeld, Philip Lieberman, Trustee f/b/o Karin Schoenfeld u/t/a, and Michael
Schoenfeld, as custodian for Madison Schoenfeld under the New Jersey Uniform
Gifts to Minors Act (collectively, the "Sellers"), dated September 25, 1998 (the
"Merger Agreement").
For the purposes of giving this opinion, we have examined a facsimile copy
dated 7 October, 1998, of a draft Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission on 8 October, 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 September 23, 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) full
payment for the Shares upon the execution of the Merger Agreement, 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 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
<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,
October 8, 1998
