<PAGE>
PROSPECTUS
AS FILED PURSUANT
TO RULE 424(b)(3)
Reg. No. 333-37659
1,710,746 Shares
BLYTH INDUSTRIES, INC.
Common Stock
All of the 1,710,746 shares (the "Shares") of Common Stock, par value
$0.02 per share (the "Common Stock"), of Blyth Industries, Inc. (the
"Company") being offered hereby are being offered by the Selling Stockholders
named below. The Shares were issued in connection with the acquisition by
the Company of Endar Corp. The Company is registering the sale of the Shares
pursuant to the Registration Rights Agreement described under "Plan of
Distribution." See "Selling Stockholders" and "Plan of Distribution." The
Company will not receive any of the proceeds from the sale of Shares by the
Selling Stockholders.
The Common Stock is traded on the New York Stock Exchange ("NYSE") under
the symbol "BTH." On October 16, 1997, the last reported sales price of the
Common Stock on the NYSE was $25.50 per share.
See "Risk Factors" on page 2 for a discussion of certain risk and other
factors that should be considered by prospective investors.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
No underwriting commissions or discounts will be paid by the Company in
connection with this offering. Estimated expenses payable by the Company in
connection with this offering are $30,000. The aggregate proceeds to the
Selling Stockholders from the sale of the Shares will be the purchase price
of the Shares which are sold less the aggregate agents' commissions and
underwriters' discounts, if any, and other expenses of distribution not borne
by the Company. The Shares may be offered and sold from time to time by the
Selling Stockholders. The Selling Stockholders will act independently of the
Company in making decisions with respect to the timing, manner and size of
each sale. Under the Registration Rights Agreement described below under
"Plan of Distribution," the Selling Stockholders have agreed to sell the
Shares offered hereby only to or through Donaldson, Lufkin & Jenrette
Securities Corporation ("DLJ") (so long as DLJ charges market competitive
rates and provides reasonable execution for the transaction in question).
Sales may be made on the New York Stock Exchange or in private transactions
or in a combination of such methods of sale, at fixed prices that may be
changed, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. See "Plan of
Distribution." The Selling Stockholders and any agents, broker-dealers or
underwriters that participate in the distribution of the Shares may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Act"), and any commission received by them and any profit on
the resale of the Common Stock purchased by them may be deemed to be
underwriting discounts or commissions under the Act. The Company has agreed
to indemnify the Selling Stockholders against certain liabilities, including
certain liabilities under the Act. See "Plan of Distribution."
October 17, 1997
<PAGE>
THE COMPANY
Blyth Industries, Inc. designs, manufactures and markets an extensive
line of candles and home fragrance products, including scented candles,
outdoor citronella candles, potpourri and other home and auto fragrance
products, and markets a broad range of related accessories and decorative
gift bags. These products are sold under various brand names, including the
names Ambria-TM-, Candle Corporation of America-Registered Trademark-,
Canterbury-TM-, Carolina Designs-TM-, Colonial Candle of Cape Cod-Registered
Trademark-, Eternalux-Registered Trademark-, FilterMate-TM-,
Florasense-Registered Trademark-, Jeanmarie Creations-Registered Trademark-,
Mrs. Baker's Original Recipe-Registered Trademark-, and PartyLite
Gifts-Registered Trademark-. The Company markets its products through a wide
variety of distribution channels, including a network of sales
representatives and home party plan consultants serving the consumer market
and distributors serving the food service market and the religious market.
Consumable products, which include candles, scented candles, outdoor
citronella candles, potpourri, other fragrance products and decorative gift
bags, account for approximately 65% of the Company's net sales and candle
accessories account for the balance of net sales. The Company believes that
it is a leading supplier in the candle industry based on net sales and the
breadth of distribution channels served.
The Company's net sales have grown substantially in the last 5 years,
with internal growth and acquisitions contributing approximately 90% and 10%,
respectively, to such growth. Internal growth has been generated by increased
sales to the consumer market (including increased sales of acquired product
lines), the introduction of new products and product line extensions and
geographic expansion.
The Company has completed numerous acquisitions and investments since its
formation in 1977, and has successfully integrated the acquired businesses
and product lines into the Company's operations. In February 1996, the
Company entered into a strategic partnering arrangement with Hallmark Cards,
Incorporated, pursuant to which the Company acquired the Canterbury candle
product line and related manufacturing equipment and agreed to provide
candles and candle accessories to certain Hallmark stores and other accounts.
In December 1996, the Company acquired New Ideas International, Inc., a
manufacturer of home and auto fragrance products, including FilterMate, a
scented accessory for home heating and air conditioning systems. On May 20,
1997, the Company acquired Endar Corp., a manufacturer of potpourri, scented
candles and other fragrance products. On September 30, 1997, the Company
entered into an agreement to acquire the portable heating fuel business,
including the Sterno-Registered Trademark- and Handy Fuel-Registered
Trademark-brand names, from a division of Colgate-Palmolive Company. The
purchase includes the related manufacturing and distribution facilities in
Texarkana, Texas. The transaction, to be accounted for as a purchase, is
valued at approximately $70 million in cash and is expected to close by
year-end pending the satisfaction of certain conditions, including expiration
of the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. The Company does not expect the
transaction to have a material impact on its financial results for the year
ending January 31, 1998. The Company intends to utilize a portion of the
proceeds of a replacement credit facility to finance some or all of the
purchase price. The Company is presently negotiating the terms of such a
facility. Finally, in recent years, the Company has also increased its
equity ownership of 2 European candle manufacturers, Colony Gifts and Eclipse
Candles, to 50% and 75%, respectively, and has certain rights to acquire the
remaining equity.
The business strategy of the Company has evolved into a strategy focusing
on the broad category of home fragrance and candle products. This strategy
flows from the Company's belief that customers "wardrobe" their homes through
the use of candles, potpourri and other fragrance products in different
fragrances, colors and forms. As a result of this, the Company believes that
candles and potpourri are replacing scented air-freshener products. The
Company's strategy is to sell high-quality fragrance and candle products,
with a primary focus on the United States and international consumer markets,
which provides greater opportunities for growth and product differentiation
and higher profit margins than do other markets for fragrance and candle
products. The Company believes that increased expenditures on the home and
garden, increased emphasis on home entertaining and home fragrance and the
gain in popularity of traditional, natural -- and now scented -- products
have resulted in growth in demand for candles and related products and,
recently, scented products. The Company's operating strategy has been, and
will continue to be, to focus on the consumer market, to grow through new
product development and geographic expansion, to market its products through
all major domestic distribution channels with product offerings tailored to
the requirements of each channel, to emphasize customer service, to realize
efficiencies and cost improvements in manufacturing and distribution and to
grow through international expansion and
<PAGE>
acquisitions. The Company has been successful in identifying new product
opportunities to balance its sales and operating results throughout the
fiscal year. The Company has identified international expansion as a key
opportunity for future growth.
Unless otherwise indicated, all references in this Prospectus to the
Company refer to Blyth Industries, Inc., a Delaware corporation incorporated
in 1977, and its subsidiaries. The Company's principal executive offices are
located at 100 Field Point Road, Greenwich, Connecticut 06830 and its
telephone number is (203) 661-1926.
RISK FACTORS
Prospective purchasers of the Common Stock offered hereby should
carefully consider the following factors, in addition to the information
contained elsewhere in this Prospectus, in evaluating an investment in the
Common Stock.
Risk of Inability to Maintain Growth Rate
The Company has grown substantially in recent years. The Company expects
that its future growth will continue to be generated primarily by sales to
the faster growing consumer market, rather than the food service and
religious markets, which have grown more slowly than the consumer market and
which the Company expects will continue to do so. The Company believes that
its ability to continue to grow at a rate comparable to its historic growth
rate will depend on continuing market acceptance of its existing products,
the successful development and introduction of new products, the increase in
production and distribution capacity to meet demand and the continued
successful implementation of its strategy. The candle industry is driven by
consumer tastes. Accordingly, there can be no assurance that the Company's
existing or future products will maintain or achieve market acceptance.
Although the Company's strategy has been successful to date, the Company
expects that, as the Company grows, it will become more difficult to maintain
its growth rate. In addition, the Company has grown in part through
acquisitions and there can be no assurance that the Company will be able to
continue to identify suitable acquisition candidates, to consummate
acquisitions on terms favorable to the Company, to finance acquisitions or to
successfully integrate acquired operations. No assurance can be given that
the Company will continue to grow at a rate comparable to its historic growth
rate.
Ability to Respond to Increased Product Demand
The Company's continuing and significant internal growth has necessitated
increases in personnel, expansion of its production and distribution facilities
and enhancement of its management information systems. The Company's ability to
meet future demand for its products in a timely and efficient manner will be
dependent upon its success in (1) training, motivating and managing new
employees, including a number of new senior managers, (2) bringing new
production and distribution facilities on line in a timely manner, (3) improving
management information systems in order to continue to be able to respond
promptly to customer orders and (4) improving its ability to forecast
anticipated product demand in order to continue to fill customer orders
promptly. If the Company were unable to meet future demand for its products in a
timely and efficient manner, its operating results could be materially adversely
affected.
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Risks Associated with International Sales and Foreign-Sourced Products
The Company sources a portion of its candle accessories and decorative
gift bags (which together accounted for approximately 35% of the Company's
net sales in fiscal 1997) from independent manufacturers in the Pacific Rim,
Europe and Mexico. In addition, since 1990, the Company's international
business has grown at a faster rate than sales in the United States, and
international net sales now represent approximately 15% of the Company's net
sales. The Company is subject to the following risks inherent in foreign
sales and manufacturing: fluctuations in currency exchange rates; economic
and political instability; transportation delays; difficulty in maintaining
quality control; restrictive actions by foreign governments; nationalizations;
the laws and policies of the United States affecting importation of goods
(including duties, quotas and taxes); and trade and foreign tax laws.
Dependence on Key Management Personnel
The Company's success depends to a significant degree upon the continued
contributions of its key management personnel, particularly its Chairman,
Chief Executive Officer and President, Robert B. Goergen. The Company does
not have employment contracts with any of its key management personnel, nor
does the Company maintain any key person life insurance policies. The loss of
any of the Company's key management personnel could have a material adverse
effect on the Company.
Competition
The Company's business is highly competitive, both in terms of price and
new product introductions. The candle and fragrance products industry is
highly fragmented, with numerous suppliers serving 1 or more of the
distribution channels served by the Company. The Company believes that it is
the only supplier of candles serving the breadth of distribution channels
that it serves. The Company's principal competitors include The Yankee Candle
Company, Inc., which supplies department and gift stores and specialty chains
and which also operates retail stores, and Candle Lite (a unit of Lancaster
Colony Corporation), which is the leading supplier of candles to mass
merchants. The Company's potpourri competitors include Aromatique, Inc.,
Tsumura International, Inc. and Seasons, Inc. In addition, S. C. Johnson &
Son, Inc.'s candles under the Off! and Glade brand names compete with the
Company's citronella and scented candle products. Similarly, other
manufacturers of fragrance products (such as Dial Corporation's Renuzit line
of fragrance products) compete with the Company's scented candle products,
potpourri and home fragrance products. Because there are relatively low
barriers to entry to the candle and fragrance products industry, the Company
may face future competition from other companies, which may have
substantially greater financial and marketing resources than those available
to the Company. From time to time during the year-end holiday season, the
Company experiences competition from candles manufactured in foreign
countries, particularly China. In addition, certain of the Company's
competitors focus on a particular geographic or single-product market and
attempt to gain or maintain market share solely on the basis of price.
Possible Volatility of Stock Price
The market price of the Common Stock has fluctuated substantially in
recent months. The price of the Common Stock may be subject to fluctuations
in the future in response to operating results, general market movements and
other factors. In addition, the stock market in recent years has experienced
price and volume fluctuations that often have been unrelated or
disproportionate to the operating performance of companies. These
fluctuations, as well as general economic and market conditions, may
adversely affect the market price of the Common Stock.
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<PAGE>
Stock Ownership of and Control by Management
Robert B. Goergen, the Chairman, Chief Executive Officer and President of
the Company, beneficially owns approximately 14,426,972 shares of the
outstanding Common Stock. Accordingly, although Mr. Goergen does not own a
majority of the outstanding Common Stock, he will continue to be the largest
single stockholder and therefore will have the ability effectively to control
the management and affairs of the Company. The directors and executive
officers of the Company as a group, including Mr. Goergen, beneficially own
17,500,224 shares of the outstanding Common Stock. If such persons vote their
shares of Common Stock in the same manner, they will have, as a practical
matter, sufficient voting power to elect the entire Board of Directors of the
Company, and, in general, to determine the outcome of any corporate
transactions or other matters submitted to the stockholders for approval,
including mergers and sales of assets, and to prevent, or cause, a change in
control of the Company. Also, because of their positions as executive
officers and directors of the Company, such persons will have the ability, if
they act together, generally to direct the business, affairs and operations
of the Company.
Shares Eligible for Future Sale
As of October 1, 1997, 49,071,631 shares of Common Stock were
outstanding, including over 31.4 million shares of Common Stock (which
includes the 1,710,746 shares of Common Stock offered in the offering made
hereby (the "Offering")) that are tradeable in the public market without
restriction unless purchased by affiliates of the Company. Sales of a
substantial number of shares of Common Stock in the public market, or the
perception that such sales could occur, could adversely affect the prevailing
market price of the Common Stock.
Anti-Takeover Provisions
The Company's Restated Certificate of Incorporation and Restated By-laws
and the Delaware General Corporation Law contain provisions which may delay
or prevent, or make more costly, a change in control of the Company or the
replacement of incumbent management.
Dividends
The Company does not intend to pay cash dividends on the Common Stock for
the foreseeable future. The Company intends to retain future earnings for
reinvestment in its business.
Safe Harbor for Forward-Looking Statements
The Company is including the following cautionary statement in this
Prospectus to make applicable and to take advantage of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 for any
forward-looking statements made by, or on behalf of, the Company. Certain
statements contained in, or incorporated by reference in, this Prospectus are
forward-looking statements and accordingly involve risks and uncertainties
which could cause actual results or outcomes to differ materially from those
expressed in the forward-looking statements. The forward-looking statements
contained in, or incorporated by reference in, this Prospectus include all
statements which are not statements of historical fact and are identified by
the words "believe," "expect," "anticipate," "project" and similar
expressions. The forward-looking statements contained in, or incorporated by
reference in, this Prospectus are based on various assumptions, many of which
are based, in turn, upon further assumptions. The Company's expectations,
beliefs and projections are expressed in good
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faith and are believed by the Company to have a reasonable basis, including
without limitation, management's examination of historical operating trends,
data contained in the Company's records and other data available from third
parties, but there can be no assurance that management's expectations,
beliefs or projections will result or be achieved or accomplished. The risk
factors set forth above and other factors and matters discussed elsewhere in
this Prospectus and in "Business" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in the Company's 1997
Annual Report on Form 10-K, which is incorporated by reference herein, are
important factors that, in the view of the Company, could cause actual
results to differ materially from those discussed in the forward-looking
statements. The Company disclaims any obligation to update any
forward-looking statements to reflect events or circumstances after the date
of this Prospectus.
SELLING STOCKHOLDERS
The Selling Stockholders listed below received their shares of Common
Stock in connection with the Company's acquisition of Endar Corp., a
California corporation ("Endar"), by way of a merger (the "Merger") of a
wholly owned subsidiary of the Company with and into Endar. The information
set forth below and under "Plan of Distribution" is based upon information
provided by the Selling Stockholders. The Selling Stockholders may sell all,
some or none of the Shares being offered. Each of the Selling Stockholders
was a shareholder and/or warrantholder of Endar, but, except as indicated
below, has not had within the past 3 years any material relationship with the
Company or any of its predecessors or affiliates.
In connection with the Merger and pursuant to the terms of a Registration
Rights Agreement (the "Registration Rights Agreement"), dated as of May 20,
1997, among the Company and the Selling Stockholders, the Company agreed to
use its best efforts to register the Common Stock issued to the Selling
Stockholders for offer or sale to the public. The registration of the
Shares, however, does not necessarily mean that all or any of the Shares will
be sold by the Selling Stockholders. Each Selling Stockholder has agreed in
the Registration Rights Agreement to refrain from selling 45% of the Shares
offered hereby by each such Selling Stockholder until the second calendar day
after the Company files its Quarterly Report on Form 10-Q for its fiscal
quarter ended October 31, 1997.
<TABLE>
<CAPTION>
Number of Shares Percentage
Number of Shares Maximum Number of Common Stock Ownership
of Common Stock of Shares To Be to be Beneficially After
Beneficially Offered by Selling Owned After Completion Of
Owned Prior to Stockholder as part Completion of the the Offering
Selling Stockholder Offering (1) of the Offering Offering (1), (2) (1), (2), (3)
- ------------------- ---------------- ------------------- ------------------ --------------
<S> <C> <C> <C> <C>
Ennio V. Racinelli (4), 651,788 586,618 65,170 *
Trustee of the Ennio
V. Racinelli and
Darlene Racinelli Trust
Judy Lobensommer 113,538 102,187 11,351 *
Roberts
Terry L. Cutter (4), 156,356 140,722 15,634 *
Trustee of the Cutter
Family Trust
Stephen C. Scheele (4) 140,953 126,861 14,092 *
Gregory E. Presson 11,002 9,003 1,999 *
Andre D. Guardi 2,283 2,055 228 *
</TABLE>
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<TABLE>
<CAPTION>
Number of Shares Percentage
Number of Shares Maximum Number of Common Stock Ownership
of Common Stock of Shares To Be to be Beneficially After
Beneficially Offered by Selling Owned After Completion Of
Owned Prior to Stockholder as part Completion of the the Offering
Selling Stockholder Offering (1) of the Offering Offering (1), (2) (1), (2), (3)
- ------------------- ---------------- ------------------- ------------------ --------------
<S> <C> <C> <C> <C>
George Eadington, 2,755 2,481 274 *
Trustee of the
Eadington, Merhab &
Eadington Profit
Sharing Plan Trust
George Eadington, 20,331 18,302 2,029 *
Trustee of the George
Eadington and Mary
D. Eadington Family
Trust
Marlan M. Merhab,
Trustee of the Merhab
Family Trust 10,986 9,888 1,098 *
Rosemary Ruiz, 33,944 30,553 3,391 *
Trustee of the
Rosemary Ruiz
Revocable Trust
Ermalinda Diaz, 33,945 30,554 3,391 *
Trustee of the
Ermalinda Diaz
Revocable Trust
Michael F. McCoy 5,221 4,699 522 *
Michael F. McCoy, 18,053 16,249 1,804 *
Trustee of the McCoy
1988 Inter Vivos Trust
David Roberts 950 856 94 *
Richard W. Truelick 35,976 32,379 3,597 *
Silicon Valley Bancshares 9,086 8,179 907 *
Patricia Chacon 6,230 5,608 622 *
John and Richelle 2,491 2,242 249 *
Chacon
L.H. Friend, Weinress 10,051 9,046 1,005 *
& Frankson, Inc.
</TABLE>
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<TABLE>
<CAPTION>
Number of Shares Percentage
Number of Shares Maximum Number of Common Stock Ownership
of Common Stock of Shares To Be to be Beneficially After
Beneficially Offered by Selling Owned After Completion Of
Owned Prior to Stockholder as part Completion of the the Offering
Selling Stockholder Offering (1) of the Offering Offering (1), (2) (1), (2), (3)
- ------------------- ---------------- ------------------- ------------------ --------------
<S> <C> <C> <C> <C>
Triumph California - 635,847 572,264 63,583 *
Limited Partnership, A
California Limited
Partnership
</TABLE>
* Less than 1 percent
(1) The Selling Stockholders have sole voting and investment power
with respect to all Shares beneficially owned by him, her or it,
subject to community property laws, where applicable.
(2) Assumes the sale of all the Shares offered hereby.
(3) Based upon 49,071,631 shares of Common Stock outstanding on
October 1, 1997.
(4) Presently an employee and/or officer of a subsidiary of the
Company.
---------------------------
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
the Shares offered hereby.
PLAN OF DISTRIBUTION
The Shares may be offered and sold from time to time by the Selling
Stockholders. The Selling Stockholders will act independently of the Company
in making decisions with respect to the timing, manner and size of each sale.
Under the Registration Rights Agreement, the Selling Stockholders have
agreed to sell the Shares offered hereby only to or through DLJ (so long as
DLJ charges market competitive rates for the transaction in question and
provides reasonable execution for the transaction in question). Sales may be
made on the New York Stock Exchange or in private transactions or in a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders
may from time to time enter into short sales and use the Shares to cover such
short positions. The Selling Stockholders will effect such transactions by
selling Shares to or through DLJ (so long as DLJ charges market competitive
rates for the transaction in question and provides reasonable execution for
the transaction in question), and DLJ (or any other brokers or other agents
permitted pursuant to the terms of the Registration Rights Agreement) may
receive compensation in the form of discounts, concessions or commissions
from the Selling Stockholders or the purchasers of the shares for whom DLJ or
such other brokers or agents may act as agents or to whom they sell as
principal or both. The Selling Stockholders and any persons who participate
in the distribution of the Shares may be deemed to be underwriters within the
meaning of the Act, and any discounts, commissions or concessions received by
them and any discounts, commissions or concessions provided pursuant to the
sale of Shares by them might be deemed to be underwriting discounts and
commissions
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<PAGE>
under the Act. In addition, any Shares covered by this Prospectus which
qualify for resale pursuant to Rule 144 promulgated under the Act may be
resold pursuant to Rule 144 rather than pursuant to this Prospectus.
In order to comply with the securities laws of certain states, if
applicable, the Common Stock may be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states
the Common Stock may not be sold unless the Common Stock has been registered
or qualified for sale in such state or an exemption from registration or
qualification is available and is complied with.
The Company has agreed in the Registration Rights Agreement to register
the shares of Common Stock received by the Selling Stockholders under
applicable federal securities laws under certain circumstances and at certain
times. Pursuant to the Registration Rights Agreement, the Company has filed
a registration statement related to the Shares offered hereby and has agreed
to keep such registration statement effective until the earlier of (i) the
date on which the Selling Stockholders may resell shares of Common Stock
received by them in the Merger pursuant to Rule 144 (May 20, 1998) and (ii)
the completion of the sale of all of the shares of Common Stock registered
thereunder. Each Selling Stockholder has agreed in the Registration Rights
Agreement to refrain from selling 45% of the Shares offered hereby by each
such Selling Stockholder until the second calendar day after the Company
files its Quarterly Report on Form 10-Q for its fiscal quarter ended October
31, 1997.
The Company will pay substantially all of the expenses incident to the
offering and sale of the Shares to the public, other than commissions,
concessions and discounts of underwriters, dealers or agents. Such expenses
(excluding such commissions, concessions and discounts) are estimated to be
$30,000. The Registration Rights Agreement provides for
cross-indemnification of the Selling Stockholders and the Company to the
extent permitted by law for certain liabilities, including liabilities
arising under the Act.
There is no assurance that the Selling Stockholders will offer for sale
or sell any or all of the Shares covered by this Prospectus.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Finn Dixon &
Herling LLP, Stamford, Connecticut. As of the date hereof, certain attorneys
who are partners of, or employed by, Finn Dixon & Herling LLP, and who have
provided advice with respect to this Offering, beneficially own an aggregate
of 15,150 shares of Common Stock.
EXPERTS
The audited consolidated financial statements and schedules of the
Company as of January 31, 1996 and 1997 and for each of the 3 fiscal years
ending January 31, 1995, 1996 and 1997, incorporated by reference from the
Company's Annual Report on Form 10-K for the fiscal year ended January 31,
1997 into this Prospectus and elsewhere in the Registration Statement of
which this Prospectus forms a part, have been incorporated by reference in
reliance upon the reports of Grant Thornton LLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing.
AVAILABLE INFORMATION
A Registration Statement on Form S-3 under the Act, including amendments
thereto, relating to the Shares offered hereby has been filed by the Company
with the Securities and Exchange Commission (the "Commission"), Washington,
D.C. This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the Shares offered hereby,
reference is made to such Registration Statement and exhibits and schedules
filed as a part thereof.
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<PAGE>
The Company also files periodic reports, proxy statements and other
information with the Commission. A copy of the Registration Statement and
such other materials may be inspected by anyone without charge at the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the
Commission located at 7 World Trade Center, Suite 1300, New York, New York
10048 and Northwest Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of all or any portion of the Registration
Statement and other such materials may be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549,
upon payment of prescribed fees. Copies of such documents may also be
inspected at the offices of the New York Stock Exchange located at 20 Broad
Street, New York, New York 10005. The Commission maintains a Web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The
address of the Commission's Web site is http://www.sec.gov.
Statements made in this Prospectus as to the contents of any contract,
agreement or other document are not necessarily complete. With respect to
each such contract, agreement or other document filed as an exhibit to the
Registration Statement, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference:
(1) The Company's Annual Report on Form 10-K for the year
ended January 31, 1997, including portions of the
Company's Proxy Statement dated April 29, 1997 relating
to the Company's 1997 Annual Meeting of Stockholders
and portions of the Company's Annual Report to
Stockholders for the fiscal year ended January 31,
1997, which are incorporated therein by reference.
(2) The Company's Proxy Statement dated April 29, 1997.
(3) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended April 30, 1997 and July 31, 1997.
(4) The description of the Common Stock of the Company
which is contained in the registration statement on
Form 8-A filed by the Company on April 19, 1994.
(5) The Company's Current Reports on Form 8-K filed on
April 11, 1997, April 29, 1997, May 2, 1997, May 21,
1997, June 3, 1997 and June 5, 1997.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the termination of this offering shall be incorporated by reference into this
Prospectus and shall be deemed to be part of this Prospectus from the date of
filing of such reports and documents. Any statement contained herein or in a
document incorporated by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
The Company will provide, upon request, without charge to each person to
whom a copy of this Prospectus has been delivered, a copy of any or all of
the documents which have been or may be incorporated in this Prospectus by
reference, other than certain exhibits to such documents. Requests for such
copies should be
-9-
<PAGE>
directed to: Blyth Industries, Inc., 100 Field Point Road, Greenwich,
Connecticut 06830 (Attention: Investor Relations Department)
(telephone: (203) 661-1926).
-10-
<PAGE>
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1,710,746 Shares
BLYTH INDUSTRIES, INC.
Common Stock
PROSPECTUS
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
The Company......................................................... 1
Risk Factors........................................................ 2
Selling Stockholders................................................ 5
Use of Proceeds..................................................... 7
Plan of Distribution................................................ 7
Legal Matters....................................................... 8
Experts............................................................. 8
Available Information............................................... 8
Incorporation of Certain Documents By Reference..................... 9
</TABLE>
---------------------------
No dealer, salesperson or other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been
authorized by the Company or the Selling Stockholders. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy by
anyone in any jurisdiction in which such offer to sell or solicitation is not
authorized, or in which the person making the offer or solicitation is not
qualified to do so, or to any person to whom it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company since the date hereof
or that the information contained herein is correct as of any date subsequent
to the date hereof.
October 17, 1997
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