<PAGE> 1
As filed with the Securities and Exchange Commission on November 16, 1998.
Registration No. 333-
-------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
HELEN OF TROY LIMITED
(Exact name of registrant as specified in its charter)
BERMUDA 74-2692550
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6827 MARKET AVENUE
EL PASO, TEXAS 79915
(Address, including Zip Code,
of Principal Executive Offices)
HELEN OF TROY LIMITED
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
SAM L. HENRY
HELEN OF TROY LIMITED
6827 MARKET AVENUE
EL PASO, TEXAS 79915
(915) 779-6363
(Name, address, and telephone number,
including area code, of agent for service)
with a copy to:
Daniel W. Rabun
Baker & McKenzie
2001 Ross Avenue, Suite 4500
Dallas, Texas 75201
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED(1) REGISTERED SHARE(2) PRICE(2) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value 500,000 Shares $14.96875 $7,484,375 $2,080.66
===================================================================================================================
</TABLE>
(1) Shares of common stock of Helen of Troy Limited (the "Company"), $.10 par
value per share (the "Common Stock"), being registered hereby relate to the
Helen of Troy Limited 1998 Employee Stock Purchase Plan (the "Plan").
Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), there are also being registered such
additional shares of Common Stock as may become issuable pursuant to the
anti-dilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) promulgated under the Securities Act on the
basis of the average of the high and low sale prices of the Common Stock on
November 13, 1998, as reported on the Nasdaq National Market System.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) through (c) below are hereby incorporated
by reference into this Registration Statement. All documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to the Registration Statement which indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
February 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 Common Stock, which is contained
in its registration statement filed under the Exchange Act
(Registration No. 0-23312), including any amendments or reports
filed for the purpose of updating such descriptions.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 98 of the Companies Act of 1981 of Bermuda (as amended, the
"Act") provides generally that a 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.
2
<PAGE> 3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following are filed as exhibits to this Registration Statement:
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Memorandum of Association of the Company (incorporated herein by reference
to Exhibit 3.1 to the Company's Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on December 30, 1993 (Registration
No. 33-73594)).
4.2 Bye-Laws of the Company (incorporated herein by reference to Exhibit 3.2 to
the Company's Registration Statement on Form S-4 filed with the Securities and
Exchange Commission on December 30, 1993 (Registration No. 33-73594)).
4.3 Helen of Troy Limited 1998 Employee Stock Purchase Plan.*
5 Opinion of Conyers, Dill & Pearman.*
23.1 Consent of Conyers, Dill & Pearman (See Exhibit 5).*
23.2 Consent of KPMG Peat Marwick LLP.*
24 Power of Attorney (included on the signature page of the Registration
Statement).*
</TABLE>
- ------------------
*filed herewith
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to the
Plan of Distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
3
<PAGE> 4
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
4
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of El Paso, State of Texas, on November 13, 1998.
HELEN OF TROY LIMITED
By: /s/ Gerald J. Rubin
------------------------------------------------
Gerald J. Rubin
Chairman and Chief Executive Officer (Principal
Executive Officer)
5
<PAGE> 6
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 13, 1998
- --------------------------- and Director (Principal Executive
GERALD J. RUBIN Officer)
/s/ H. McIntyre Gardner President and Chief Operating November 13, 1998
- --------------------------- Officer
H. MCINTYRE GARDNER
/s/ Sam L. Henry Senior Vice-President, Finance, November 13, 1998
- --------------------------- Secretary, and Chief Financial
SAM L. HENRY Officer (Principal Financial and
Accounting Officer)
/s/ Stanlee N. Rubin Director November 13, 1998
- ---------------------------
STANLEE N. RUBIN
/s/ Gary B. Abromovitz Director November 13,1998
- ---------------------------
GARY B. ABROMOVITZ
/s/ Christopher L. Carameros Director November 13, 1998
- ---------------------------
CHRISTOPHER L. CARAMEROS
/s/ Byron H. Rubin Director November 13, 1998
- ---------------------------
BYRON H. RUBIN
</TABLE>
6
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
4.3 Helen of Troy Limited 1998 Employee Stock Purchase Plan.
5 Opinion of Conyers, Dill & Pearman.
23.1 Consent of Conyers, Dill & Pearman (See Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on the signature page of the Registration
Statement).
</TABLE>
<PAGE> 1
EXHIBIT 4.3
HELEN OF TROY LIMITED
1998 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE.
The purpose of this Plan is to provide an opportunity for Employees of
the Company and its Designated Subsidiaries to purchase Common Stock of the
Company and thereby to have an additional incentive to contribute to the
prosperity of the Company. It is the intention of the Company that this Plan
qualify as an "Employee Stock Purchase Plan" under Section 423 of the Code
although the Company makes no undertaking nor representation to maintain such
qualification.
2. DEFINITIONS.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the United States Internal Revenue Code of 1986,
as amended.
(c) "Committee" shall mean the committee appointed by the Board in
accordance with Section 12 of this Plan.
(d) "Common Stock" shall mean the common stock of the Company, par
value $.10 per share, or any stock into which such common stock may be
converted.
(e) "Company" shall mean Helen of Troy Limited, a Bermuda corporation.
(f) "Compensation" shall mean an Employee's wages or salary and other
amounts payable to an Employee on account of personal services rendered by the
Employee to the Company or a Designated Subsidiary and which are reportable as
wages or other compensation on the Employee's Form W-2, plus pre-tax
contributions of the Employee under a cash or deferred arrangement (401(k) plan)
or cafeteria plan maintained by the Company or a Designated Subsidiary, but
excluding, however, (a) non-cash fringe benefits, (b) special payments as
determined by the Committee (e.g., moving expenses, unused vacation, severance
pay), (c) income from the exercise of stock options or other stock purchases and
(d) any other items of Compensation as determined by the Committee.
(g) "Designated Subsidiary" shall mean a Subsidiary which has been
designated by the Board or the Committee as eligible to participate in this
Plan.
(h) "Employee" shall mean an individual classified as an employee
(within the meaning of Section 3401(c) of the Code and the regulations
thereunder) by the Company or a Designated Subsidiary on the Company payroll
records during the relevant participation period.
(i) "Entry Date" shall mean the first day of each Option Period.
(j) "Exercise Date" shall mean the last business day of each Exercise
Period.
(k) "Exercise Period" shall mean a three-month, six-month or other
period as determined by the Committee. The first Exercise Period during an
Option Period shall commence on the first day of such Option Period. Subsequent
Exercise Periods, if any, shall run consecutively after the termination of the
preceding Exercise Period. The last Exercise Period in an Option Period shall
terminate on the last day of such Option Period.
(l) "Fair Market Value" shall mean such amount as the Board, in its
sole discretion, shall determine; provided, however, that if there is a public
market for the securities, the Fair Market Value shall be the mean of the
highest and lowest sale prices of the securities per share or unit, as the case
may be, as reported in the Wall Street Journal (or, if not so reported, as
otherwise reported by the National Association of Securities Dealers Automated
Quotation System) as of the date in question or, in the event the securities are
listed on a stock exchange, the Fair Market Value shall be the mean of the
highest and lowest sale prices of the securities per share or unit, as the case
may be, on such exchange, as reported in the Wall Street Journal, as of the date
in question.
<PAGE> 2
(m) "Option Period" shall mean a period of up to twelve (12) months as
determined by the Committee. The Committee may determine that the Option Period
and the Exercise Period are the same.
(n) "Participant" shall mean a participant in this Plan as described in
Section 4 of this Plan.
(o) "Plan" shall mean this Helen of Troy Limited 1998 Employee Stock
Purchase Plan, as amended from time to time.
(p) "Shareholder" shall mean a record holder of shares entitled to vote
shares of Common Stock under the Company's Bye-Laws.
(q) "Subsidiary" shall mean any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company, as described in
Section 424(f) of the Code.
3. ELIGIBILITY.
Any Employee regularly employed on a full-time basis by the Company or
by any Designated Subsidiary on an Entry Date shall be eligible to participate
in this Plan with respect to the Option Period commencing on such Entry Date,
provided that the Committee may establish administrative rules requiring that
employment commence some minimum period (e.g., one pay period) prior to an Entry
Date to be eligible to participate with respect to that Entry Date and provided
further that (a) the Committee may extend eligibility to part-time Employees
pursuant to criteria and procedures established by the Committee and (b) the
Committee may impose an eligibility period on participation of up to two years
with respect to participation on any prospective Entry Date. The Committee may
also determine that a designated group of highly compensated Employees (e.g.,
Employees subject to Section 16(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) are ineligible to participate in this Plan. An
Employee shall be considered employed on a full-time basis unless his or her
customary employment is less than 20 hours per week or five months per year. No
Employee may participate in this Plan if immediately after an option is granted
the Employee owns or is considered to own (within the meaning of Section 424(d)
of the Code), shares of stock, including stock which the Employee may purchase
by conversion of convertible securities or under outstanding options granted by
the Company, possessing five percent (5%) or more of the total combined voting
power or value of all classes of stock of the Company or of any of its
Subsidiaries. All Employees who participate in this Plan shall have the same
rights and privileges under this Plan except for differences which may be
mandated by local law and which are consistent with Section 423(b)(5) of the
Code. Subject to continued compliance with Section 423 of the Code, the
Committee may impose other restrictions on eligibility and participation of
Employees who are officers and directors to facilitate compliance with federal
or state securities laws or foreign laws.
4. PARTICIPATION.
4.1 An Employee who is eligible to participate in this Plan in
accordance with Section 3 may become a Participant by filing, on a date
prescribed by the Committee prior to an applicable Entry Date, a completed
payroll deduction authorization and Plan enrollment form provided by the
Company. An eligible Employee may authorize payroll deductions at the rate of
any whole percentage of the Employee's Compensation, not to exceed fifteen
percent (15%) of the Employee's Compensation, or such lesser percentage as
specified by the Committee as applied to an Entry Date or Option Period. All
payroll deductions may be held by the Company and commingled with its other
corporate funds. No interest shall be paid or credited to the Participant with
respect to such payroll deductions except where required by local law as
determined by the Committee. A separate bookkeeping account for each Participant
shall be maintained by the Company under this Plan and the amount of each
Participant's payroll deductions shall be credited to such account. A
Participant may not make any additional payments into such account.
4.2 Under procedures established by the Committee, a Participant may
suspend or discontinue participation in this Plan at any time during an Exercise
Period by completing and filing a new payroll deduction authorization and Plan
enrollment form with the Company. A Participant may increase or decrease his or
her rate of payroll deductions only effective on an Entry Date by filing a new
payroll deduction authorization and Plan enrollment form. If a new payroll
deduction authorization and Plan enrollment form is not filed with the Company,
the rate of payroll deductions shall continue at the originally elected rate
throughout the Option Period unless the Committee determines to change the
permissible rate.
2
<PAGE> 3
If a Participant suspends participation during an Exercise Period, his
or her accumulated payroll deductions will remain in this Plan for purchase of
shares as specified in Section 6 on the following Exercise Date, but the
Participant will not again participate until he or she completes a new payroll
deduction authorization and Plan enrollment form. The Committee may establish
rules limiting the frequency with which Participants may suspend and resume
payroll deductions under this Plan and may impose a waiting period consistent
with Section 423 of the Code on Participants wishing to resume suspended payroll
deductions. If a Participant discontinues participation in this Plan, the amount
credited to the Participant's individual account shall be paid to the
Participant without interest (except where required by local law). In the event
any Participant terminates employment with the Company or any Subsidiary for any
reason (including death) prior to the expiration of an Option Period, the
Participant's participation in this Plan shall terminate and all amounts
credited to the Participant's account shall be paid to the Participant or the
Participant's estate without interest (except where required by local law).
Whether a termination of employment has occurred shall be determined by the
Committee. The Committee may also establish rules regarding when leaves of
absence or change of employment status (e.g., from full-time to part-time) will
be considered to be a termination of employment, and the Committee may establish
termination of employment procedures for this Plan which are independent of
similar rules established under other benefit plans of the Company and its
Subsidiaries.
In the event of a Participant's death, any accumulated payroll
deductions will be paid, without interest, to the estate of the Participant.
5. OFFERING.
5.1 The maximum number of shares of Common Stock which may be issued
pursuant to this Plan shall be 500,000 shares. The Committee may designate any
amount of available shares for offering for any Option Period determined
pursuant to Section 5.2.
5.2 Each Option Period, Entry Date and Exercise Period shall be
determined by the Committee. The Committee shall have the power to change the
duration of future Option Periods or future Exercise Periods, and to determine
whether or not to have overlapping Option Periods, with respect to any
prospective offering, without shareholder approval, and without regard to the
expectations of any Participants.
5.3 With respect to each Option Period, each eligible Employee who has
elected to participate as provided in Section 4.1 shall be granted an option to
purchase that number of shares of Common Stock which may be purchased with the
payroll deductions accumulated on behalf of such Employee (assuming payroll
deductions at a rate of fifteen percent (15%) of Compensation) during each
Exercise Period within such Option Period at the purchase price specified in
Section 5.4 below; provided, however, (a) in no event shall the Employee be
entitled to accrue rights to purchase shares under this Plan (and all other
employee stock purchase plans, as defined in Section 423 of the Code, of the
Company and its Subsidiaries) at a rate which exceeds $25,000 of the Fair Market
Value of such stock (determined at the time the option is granted) for any
calendar year in which such option is outstanding at any time, and (b) the
maximum shares subject to any option shall in no event exceed 2,000.
5.4 The option price under each option shall be the lower of: (a) a
percentage (not less than eighty-five percent (85%)) established by the
Committee ("Designated Percentage") of the Fair Market Value of the Common Stock
on the Entry Date on which an option is granted, or (b) the Designated
Percentage of the Fair Market Value on the Exercise Date on which the Common
Stock is purchased. The Committee may change the Designated Percentage with
respect to any future Option Period, but not below eighty-five percent (85%).
5.5 If the total number of shares of Common Stock for which options
granted under this Plan are exercisable exceeds the maximum number of shares
offered on any Entry Date, the number of shares which may be purchased under
options granted on the Entry Date shall be reduced on a pro rata basis in as
nearly a uniform manner as shall be practicable and equitable. In this event,
payroll deductions shall also be reduced or refunded accordingly. If an
Employee's payroll deductions during any Exercise Period exceeds the purchase
price for the maximum number of shares permitted to be purchased under Section
5.3, the excess shall be refunded to the Participant without interest (except
where otherwise required by local law).
5.6 In the event that the Fair Market Value of the Company's Common
Stock is lower on the first day of an Exercise Period within an Option Period
(subsequent "Reassessment Date") than it was on the Entry Date for such Option
Period, all Employees participating in this Plan on the Reassessment Date shall
be deemed to have relinquished the
3
<PAGE> 4
unexercised portion of the option granted on the Entry Date and to have enrolled
in and received a new option commencing on such Reassessment Date, unless the
Committee has determined not to permit overlapping Option Periods or to restrict
such transfers to lower price Option Periods.
6. PURCHASE OF STOCK.
Upon the expiration of each Exercise Period, a Participant's option
shall be exercised automatically for the purchase of that number of full shares
of Common Stock which the accumulated payroll deductions credited to the
Participant's account at that time shall purchase at the applicable price
specified in Section 5.4.
7. PAYMENT AND DELIVERY.
Upon the exercise of an option, the Company shall deliver to the
Participant the Common Stock purchased and the balance of any amount of payroll
deductions credited to the Participant's account not used for the purchase. The
Committee may permit or require that shares be deposited directly with a broker
designated by the Participant (or a broker selected by the Committee) or to a
designated agent of the Company, and the Committee may utilize electronic or
automated methods of share transfer. The Committee may require that shares be
retained with such broker or agent for a designated period of time (and may
restrict dispositions during that period) and/or may establish other procedures
to permit tracking of disqualifying dispositions of such shares or to restrict
transfer of such shares. To the extent the unused cash balance represents a
fractional share, the unused cash balance credited to the Participant's account
shall be carried over to the next Exercise Period, if the Participant is also a
Participant in this Plan at that time or refunded to the Participant, as
determined by the Committee. The Company shall retain the amount of payroll
deductions used to purchase Common Stock as full payment for the Common Stock
and the Common Stock shall then be fully paid and non-assessable. No Participant
shall have any voting, dividend, or other shareholder rights with respect to
shares subject to any option granted under this Plan until the option has been
exercised and shares issued.
8. RECAPITALIZATION.
If after the grant of an option, but prior to the purchase of Common
Stock under the option, there is any increase or decrease in the number of
outstanding shares of Common Stock because of a stock split, stock dividend,
combination or recapitalization of shares subject to options, the number of
shares to be purchased pursuant to an option, the share limit of Section 5.3 and
the maximum number of shares specified in Section 5.1 shall be proportionately
increased or decreased, the terms relating to the purchase price with respect to
the option shall be appropriately adjusted by the Committee, and the Committee
shall take any further actions which, in the exercise of its discretion, may be
necessary or appropriate under the circumstances.
The Committee, if it so determines in the exercise of its sole
discretion, also may adjust the number of shares specified in Section 5.1, as
well as the price per share of Common Stock covered by each outstanding option
and the maximum number of shares subject to any individual option, in the event
the Company effects one or more reorganizations, recapitalizations, spin-offs,
split-ups, rights offerings or reductions of shares of its outstanding Common
Stock.
The Committee's determinations under this Section 8 shall be conclusive
and binding on all parties.
9. MERGER, LIQUIDATION, OTHER COMPANY TRANSACTIONS.
In the event of the proposed liquidation or dissolution of the Company,
the Option Period will terminate immediately prior to the consummation of such
proposed transaction, unless otherwise provided by the Committee in its sole
discretion, and all outstanding options shall automatically terminate and the
amounts of all payroll deductions will be refunded without interest to the
Participants.
In the event of a proposed sale of all or substantially all of the
assets of the Company, or the merger or consolidation of the Company with or
into another corporation, then in the sole discretion of the Committee, (a) each
option shall be assumed or an equivalent option shall be substituted by the
successor corporation or parent or subsidiary of such successor corporation, (b)
a date established by the Committee on or before the date of consummation of
such merger, consolidation or sale shall be treated as an Exercise Date, and all
outstanding options shall be deemed exercisable on such date or (c) all
outstanding options shall terminate and the accumulated payroll deductions shall
be returned to the Participants.
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<PAGE> 5
10. TRANSFERABILITY.
Options granted to Participants may not be voluntarily or involuntarily
assigned, transferred, pledged, or otherwise disposed of in any way, and any
attempted assignment, transfer, pledge, or other disposition shall be null and
void and without effect. If a Participant in any manner attempts to transfer,
assign or otherwise encumber his or her rights or interest under this Plan,
other than as permitted by the Code, such act shall be treated as an election by
the Participant to discontinue participation in this Plan pursuant to Section
4.2.
11. AMENDMENT OR TERMINATION OF THE PLAN.
11.1 This Plan shall continue until, July 17, 2008, unless previously
terminated in accordance with Section 11.2.
11.2 The Board may, in its sole discretion, insofar as permitted by
law, terminate or suspend this Plan, or revise or amend it in any respect
whatsoever, except that, without approval of the shareholders, no such revision
or amendment shall:
(a) materially increase the number of shares subject to this Plan,
other than an adjustment under Section 8 of this Plan;
(b) materially modify the requirements as to eligibility for
participation in this Plan, except as otherwise specified in this Plan;
(c) materially increase the benefits accruing to Participants;
(d) reduce the purchase price specified in Section 5.4, except as
specified in Section 8;
(e) extend the term of this Plan beyond the date specified in Section
11.1; or
(f) amend this Section 11.2 to defeat its purpose.
12. ADMINISTRATION.
The Board shall appoint a Committee consisting of at least two members,
each of whom shall be a member of the Board who is both a (a) Non-Employee
Director, within the meaning of Rule 16b-3 promulgated under the Exchange Act
and (b) an Outside Director, within the meaning of Section 162(m) of the Code.
The members of the Committee will serve for such period of time as the Board may
specify and may be removed by the Board at any time. This Plan shall be
administered by, or under the direction of, the Committee constituted in such a
manner as to comply at all times with Rule 16b-3 (or any successor rule) under
the Exchange Act. The Committee will have the authority and responsibility for
the day-to-day administration of this Plan, the authority and responsibility
specifically provided in this Plan and any additional duty, responsibility and
authority delegated to the Committee by the Board, which may include any of the
functions assigned to the Board in this Plan. The Committee shall have full
power and authority to promulgate any rules and regulations which it deems
necessary for the proper administration of this Plan, to interpret the
provisions and supervise the administration of this Plan, and to take all action
in connection with administration of this Plan as it deems necessary or
advisable, consistent with the delegation from the Board. Decisions of the Board
and the Committee shall be final and binding upon all Participants. Any decision
reduced to writing and signed by a majority of the members of the Committee
shall be fully effective as if it had been made at a meeting of the Committee
duly held. The Company shall pay all expenses incurred in the administration of
this Plan. No Board or Committee member shall be liable for any action or
determination made in good faith with respect to this Plan or any option granted
thereunder.
13. COMMITTEE RULES FOR NON-UNITED STATES JURISDICTIONS.
The Committee may adopt rules or procedures relating to the operation
and administration of this Plan in non-United States jurisdictions to
accommodate the specific requirements of local laws and procedures. Without
limiting the generality of the foregoing, the Committee is specifically
authorized to adopt rules and procedures regarding handling of payroll
deductions, payment of interest, conversion of local currency, withholding
procedures and handling of stock certificates which vary with local
requirements.
5
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14. SECURITIES LAWS REQUIREMENTS.
The Company shall not be under any obligation to issue Common Stock
upon the exercise of any option unless and until the Company has determined
that: (a) it and the Participant have taken all actions required to register the
Common Stock under the United States Securities Act of 1933, as amended, or to
perfect an exemption from the registration requirements thereof; (b) any
applicable listing requirement of any stock exchange on which the Common Stock
is listed has been satisfied; and (c) all other applicable provisions of state,
federal and applicable foreign law have been satisfied.
15. GOVERNMENTAL REGULATIONS.
This Plan and the Company's obligation to sell and deliver shares of
its stock under this Plan shall be subject to the approval of any governmental
authority required in connection with this Plan or the authorization, issuance,
sale, or delivery of stock hereunder.
16. NO ENLARGEMENT OF EMPLOYEE RIGHTS.
Nothing contained in this Plan shall be deemed to give any Employee the
right to be retained in the employ of the Company or any Designated Subsidiary
or to interfere with the right of the Company or Designated Subsidiary to
discharge any Employee at any time.
17. GOVERNING LAW.
THIS PLAN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
18. EFFECTIVE DATE.
This Plan shall be submitted to the Shareholders for approval and
ratification at the next regular or special meeting thereof to be held after
August 1, 1998. Unless at such meeting this Plan is approved and ratified by the
Shareholders in the manner provided by the Company's Bye-Laws, then, and in such
event, this Plan and any then outstanding options that may have been
conditionally granted under this Plan prior to such shareholder meeting shall
become null and void and of no further force or effect. Subject to the
immediately preceding sentence, this Plan shall become effective upon its
adoption by the Board.
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EXHIBIT 5.0
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 STOCK
We have acted as special legal counsel in Bermuda to the Company in
connection with the registration by the Company of an aggregate of 500,000 of
its common shares of US$0.10 par value (the "Shares") to be issued pursuant to
the Helen of Troy Limited 1998 Employee Stock Purchase Plan (the "Plan").
For the purposes of giving this opinion, we have examined a facsimile
copy dated 28 September, 1998 of a draft Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission on 16 November, 1998 under the Securities Act of 1933, as amended
(the "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 and at a meeting of its shareholders held on 25 August, 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 exercise of the stock options pursuant to the
Plan, (d) that there is no provision of the law of any jurisdiction, other than
Bermuda, which would have any implication in relation to the options expressed
herein.
We have made no investigation of and express no opinion in relation to
the laws of any jurisdiction other than Bermuda. This opinion is to be governed
by and construed in accordance with the laws of Bermuda and is limited to and is
given on the basis of the current law and practice in Bermuda. This opinion is
issued solely for your benefit and is not to be relied upon by any other person,
firm or entity or in respect of any other matter.
On the basis of and subject to the foregoing, we are of the opinion
that the Shares to be registered by the Company as described in the Registration
Statement when issued by the Company, will be validly issued, fully paid and
nonassessable (meaning that no further sums will be payable with respect to the
holdings of the Shares).
We hereby consent to the filing of this opinion as exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category 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,
CONYERS, DILL & PEARMAN
By: /s/ Conyers, Dill & Pearman
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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 in the
prospectus.
KPMG PEAT MARWICK LLP
/s/ KPMG Peat Marwick LLP
------------------------------
El Paso, Texas
November 16, 1998
