Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MIKASA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0099676
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(State or other jurisdiction of incorporation (IRS Employer)
or organization) Identification No.
20633 SOUTH FORDYCE AVENUE, LONG BEACH, CALIFORNIA 90810
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(Address of principal executive offices)
MIKASA, INC. 1998 LONG-TERM INCENTIVE PLAN
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(Full title of the plan)
Raymond B. Dingman, Jr.
President
Mikasa, Inc.
20633 South Fordyce Avenue
LONG BEACH, CALIFORNIA 90810
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(Name and address of agent for service)
(310) 886-3700
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed maximum Proposed maxi- Amount of
securities registered offering price mum aggregate registration
to be per share (1) offering price(1) fee(2)
registered
Common Stock, 3,212,000 shares $11.03125 $35,432,375 $7,570.94
$.01 par value
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) under the Securities Act of 1933, as
amended, on the basis of the average of the high and low prices reported in the
consolidated reporting system on September 18, 1998.
(2) Pursuant to Instruction E to Form S-8, the registration fee does not
include $2,881.61 with respect to 885,000 shares previously registered pursuant
to the predecessor plan (Registration No. 33-83250) for which a
registration fee has been previously paid. Such shares can no longer be issued
under the predecessor plan by reason of an amendment to that plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified
by Part I of this Form S-8 Registration Statement (the
"Registration Statement") will be sent or given to participants
in the Mikasa, Inc. 1998 Long-Term Stock Incentive Plan (the
"Plan") of Mikasa, Inc., a Delaware corporation (the
"Company"), as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). Such
document(s) are not being filed with the Commission either as
part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents
and the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II of this
form, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by the
Company with the Commission and are hereby incorporated by
reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended
December 31, 1997.
(b) The Company's Quarterly Report on Form 10-Q for
the quarter ended
June 30, 1998.
(c) The description of the Company's Common Stock
which is set forth
under the heading "Description of Capital Stock" at page 44 of
the Company's Prospectus,
dated May 25, 1994, which is part of Registration Statement No.
33-76708 on Form S-1.
(d) All documents subsequently filed by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14 and
15(d) of the 1934 Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law
(the "GCL") grants corporations the power to indemnify
directors, officers, employees and agents in accordance with
the provisions thereof. Article ELEVENTH of the Company's
Restated Certificate of Incorporation and Article IV of the
Company's By-laws provide that the Company shall indemnify any
and all directors and officers to the fullest extent permitted
by Section 145 of the GCL, as the same may be amended and
supplemented. The indemnification provided for in such Articles
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is expressly not exclusive of any other rights to which those
seeking indemnification may be entitled and shall inure to the
benefit of the heirs, executors and administrators of such
persons.
Section 102(b)(7) of the GCL grants corporations the
power to eliminate a director's personal liability for monetary
damages to the Company or its stockholders for breach of
fiduciary duty as a director, except in circumstances involving
a breach of a director's duty of loyalty to the Company or its
stockholders, acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of the
law, self-dealing or the unlawful payment of dividends or
repurchase of stock. Article TENTH of the Company's Restated
Certificate of Incorporation provides that such personal
liability of a director of the Company shall be eliminated to
the fullest extent permitted by the GCL, as the same may be
amended and supplemented.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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4.1 Restated Certificate of Incorporation of the Company
(Incorporated herein by reference to Exhibit 3.1 to
the Company's Form S-1 Registration Statement
(No. 33-76708), as filed with the Commission on
March 21, 1994).
4.2 By-laws of the Company (Incorporated herein by
reference to Exhibit 3.2 to the Company's Form S-1
Registration Statement (No. 33-76708), as filed with
the Commission on March 21, 1994).
4.3 Mikasa, Inc. 1998 Long-Term Stock Incentive Plan
(Incorporated herein by reference to Exhibit A to
the Company's Proxy Statement as filed with the
Commission on April 22, 1998).
5.1 Opinion of Sheppard, Mullin, Richter & Hampton LLP,
Counsel to Company, as to the legality of the shares
being registered under this Registration Statement.
23.1 Consent of Sheppard, Mullin, Richter & Hampton LLP
(included in its opinion filed as Exhibit 5.1).
23.2 Consent of Price Waterhouse Coopers LLP.
24.1 Power of Attorney (included on the signature pages hereof).
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ITEM 9. UNDERTAKINGS.
The undersigned Company 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; and (iii) to include
any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that clauses (i) and
(ii) do not apply if the information required to be included in
a post-effective amendment by those clauses is contained in
periodic reports filed by the Company pursuant to Section 13 or
15(d) of the 1934 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.
(4) That, for purposes of determining any liability
under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that
it is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof
(5) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant to the
foregoing provisions described in Item 6 of this Registration
Statement, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against
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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 Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Company 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 Long Beach, State of California
on September 21, 1998.
MIKASA, INC.
By: /s/ Raymond B. Dingman
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Raymond B. Dingman
President
POWER OF ATTORNEY
We, the undersigned officers and directors of Mikasa,
Inc., hereby severally constitute and appoint Raymond B.
Dingman and Joseph S. Muto, and each of them singly, our true
and lawful attorney, with full power to them, to sign for us in
our names in the capacities indicated below, this Registration
Statement and any and all post-effective amendments to this
Registration Statement, and generally to do all things in our
name and on our behalf in such capacities to enable Mikasa,
Inc. to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any
of them, to said Registration Statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates stated.
SIGNATURE TITLE DATE
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/s/ Raymond B. Dingman President, Chief
- ---------------------- Executive Officer, September 21, 1998
Raymond B. Dingman and Director
(Principal Executive
Officer)
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/s/ Brenda W. Flores Vice-President,
- --------------------- and Chief September 21, 1998
Brenda W. Flores Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
/s/ George T. Aratani
- --------------------- Director September 21, 1998
George T. Aratani
/s/ Alfred J. Blake
- --------------------- Director September 21, 1998
Alfred J. Blake
___________________ Director ___________, 1998
Norman R. Higo
___________________ Director ___________, 1998
Robert H. Hotz
___________________ Director ___________, 1998
Michael Lax
/s/ Joseph S. Muto
- --------------------- Director September 21, 1998
Joseph S. Muto
/s/ Anthony F. Santarelli
- ------------------------- Director September 21, 1998
Anthony F. Santarelli
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EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
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4.1 Restated Certificate of Incorporation
of the Company (Incorporated herein by
reference to Exhibit 3.1 to the
Company's Form S-1 Registration
Statement (No. 33-76708), as filed
with the Commission on March 21,
1994).
4.2 By-laws of the Company (Incorporated
herein by reference to Exhibit 3.2 to
the Company's Form S- 1 Registration
Statement (No. 33-76708), as filed
with the Commission on March 21,
1994).
4.3 Mikasa, Inc. 1998 Long-Term Stock
Incentive Plan (Incorporated herein by
reference to Exhibit A to the Company's
Proxy Statement as filed with the
Commission on April 22, 1998).
5.1 Opinion of Sheppard, Mullin, Richter & 10
Hampton LLP, Counsel to Company, as to
the legality of the shares being
registered under this Registration
Statement.
23.1 Consent of Sheppard, Mullin, Richter &
Hampton LLP (included in its opinion
filed as Exhibit 5.1).
23.2 Consent of Price Waterhouse Coopers 13
LLP.
24.1 Power of Attorney (included on the
signature pages hereof).
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EXHIBIT 5.1
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September 21, 1998
Board of Directors
Mikasa, Inc.
20633 South Fordyce Avenue
Long Beach, California 908 10
Re: Registration Statement on Form S-8 for Mikasa, Inc.
1998 Long-Term Stock Incentive Plan
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Dear Sirs:
Please refer to the Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of
1933, as amended, to be filed with the Securities and Exchange
Commission by Mikasa, Inc. (the "Corporation") relating to
shares of the Corporation's common stock, $.01 par value per
share (the "Common Stock"), offered for sale pursuant to the
1998 Mikasa, Inc. Long-Term Stock Incentive Plan (the "Plan").
In connection with the furnishing of this opinion, we
have examined and are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of such
documents, corporate records, certificates of public officials
and officers of the Corporation and such other instruments as
we have deemed necessary or appropriate as a basis for the
opinions expressed below.
In our examination of the aforesaid documents, we
have assumed, without independent investigation, the
genuineness of all signatures, the enforceability of the
documents against each party thereto, the legal capacity of all
individuals who have executed any of the documents, the
authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted
to us as certified, photostatic, reproduced or conformed copies
of valid existing agreements or other documents and the
authenticity of all such latter documents.
Based upon the foregoing, we are of the opinion that:
1. The Corporation has been duly organized and is
validly existing under the laws of the State of Delaware.
2. The Plan has been duly adopted by the Board of
Directors of the Corporation and approved by the shareholders
of the Corporation.
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3. The shares of Common Stock of the Corporation to
which the Registration Statement relates have been duly
authorized and reserved for issuance pursuant to the Plan and,
when issued and sold pursuant to the Plan, will be legally
issued, fully paid and non-assessable.
Our opinions expressed above are limited to the
General Corporation Law of the State of Delaware. Please be
advised that no member of this firm is admitted to practice in
the State of Delaware. Our opinions are rendered only with
respect to the laws, and the rules, regulations and orders
thereunder, which are currently in effect.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the references to
our name included in or made part of the Registration
Statement. In giving this consent, we do not thereby admit that
we come within the category of persons whose consent is
required by the Securities Act or the rules thereunder.
Very truly yours,
Sheppard, Mullin, Richter & Hampton LLP
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EXHIBIT 23.2
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CONSENT OF INDEPENDENT ACCOUNTANTS
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The Board of Directors of Mikasa, Inc.
We hereby consent to the incorporation by reference
in this Registration Statement on Form S-8 of Mikasa, Inc. of
our report dated March 3, 1998 relating to the consolidated
financial statements of Mikasa, Inc. which appears on page 45
of Annual Report on Form 10-K, filed on March 31, 1998.
PRICE WATERHOUSE COOPERS L.L.P.
Newport Beach, California
September 9, 1998
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