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REGISTRATION NO. 333-26083
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________________
BLYTH INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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<S> <C> <C>
DELAWARE 3999 36-2984916
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER)
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100 FIELD POINT ROAD
GREENWICH, CONNECTICUT 06830
(203) 661-1926
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
___________________________________________
ROBERT B. GOERGEN
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
BLYTH INDUSTRIES, INC.
100 FIELD POINT ROAD
GREENWICH, CONNECTICUT 06830
(203) 661-1926
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
___________________________________________
COPIES TO:
BRUCE D. KREIGER, ESQ. HAROLD B. FINN III, ESQ.
BLYTH INDUSTRIES, INC. FINN DIXON & HERLING LLP
100 FIELD POINT ROAD ONE LANDMARK SQUARE
GREENWICH, CONNECTICUT 06830 STAMFORD, CONNECTICUT 06901
___________________________________________
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: FROM
TIME TO TIME AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. / /
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. /X/
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX
AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER
EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. / /
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. / /
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. / /
___________________________________________
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Explanatory Note
----------------
This post-effective amendment to Registration Statement on Form S-3 is
being made pursuant to Rule 416(b) promulgated pursuant to the Securities Act of
1933, as amended, to give effect to a three-for-two stock split effected in the
form of a stock dividend which was payable to holders of record of the Company's
common stock, par value $0.02 per share, as of June 16, 1997. Such stock
dividend was mailed on or about June 26, 1997. All share and per share amounts
have been restated to give effect to the stock split. Furthermore, certain
information as to selling stockholders has been amended to delete those selling
stockholders who have heretofore sold all of the shares of common stock to be
offered by them pursuant to the Registration Statement.
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PROSPECTUS
124,719 SHARES
BLYTH INDUSTRIES, INC.
COMMON STOCK
All of the 124,719 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 Stockholder named below. The
Shares were issued in connection with the acquisition by the Company of New
Ideas International, Inc. The Company is registering the sale of the Shares
pursuant to the Registration Rights Agreement described under "Plan of
Distribution." See "Selling Stockholder" and "Plan of Distribution." The
Company will not receive any of the proceeds from the sale of Shares by the
Selling Stockholder.
The Common Stock is traded on the New York Stock Exchange ("NYSE") under
the symbol "BTH." On October 9, 1997, the last reported sales price of the
Common Stock on the NYSE was $26-3/16 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 $35,000. The aggregate proceeds to the
Selling Stockholder 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 Stockholder. The Selling Stockholder 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 Stockholder has agreed to sell the Shares offered
hereby only to or through Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ") (so long as DLJ charges fees that are normal and customary for
nationally-known investment banking houses for similar transactions). 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 Stockholder 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 Stockholder
against certain liabilities, including certain liabilities under the Act. See
"Plan of Distribution."
OCTOBER 10, 1997
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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
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emphasize customer service, to realize efficiencies and cost improvements in
manufacturing and distribution and to grow through international expansion and
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 successfully to 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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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 29 million shares of Common Stock (which includes
the 124,719 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. Also, in the fall of 1997,
the Company is contractually obligated to register the resale of the shares
issued in connection with the acquisition of Endar Corp, and, on the date of
this Prospectus, the Company has filed a registration statement with respect
to 1,710,746 shares held by the former shareholders and warrant holders of
Endar Corp. 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. Under certain
circumstances, the Company may also be contractually required to register
additional shares of Common Stock of the Selling Stockholder and certain
other stockholders in May 1999, as described in "Plan of Distribution."
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
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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 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 STOCKHOLDER
The Selling Stockholder listed below received his shares of Common Stock in
connection with the Company's acquisition of New Ideas International, Inc., a
Georgia corporation ("New Ideas"), by way of a merger (the "Merger") of New
Ideas with and into a wholly owned subsidiary of the Company. The information
set forth below and under "Plan of Distribution" is based upon information
provided by the Selling Stockholder. The Selling Stockholder may sell all, some
or none of the Shares being offered. The Selling Stockholder was a shareholder
and director of New Ideas, but 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 December 31,
1996, among the Company, the Selling Stockholder, and other stockholders of New
Ideas, the Company agreed to use its best efforts to register the Common Stock
issued to the Selling Stockholder and other stockholders of New Ideas, 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
Stockholder.
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Number of Shares
Number of Shares Maximum Number of Common Stock Percentage
of Common Stock of Shares To Be to be Beneficially Ownership After
Beneficially Offered by Selling Owned After Completion Of
Owned Prior to Stockholder as part Completion of the the Offering (1),
Selling Stockholder Offering (1) of the Offering Offering (1), (2) (2), (3)
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Langdon S. Flowers, Jr. 271,947 124,719 147,228 *
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* Less than 1 percent
(1) The Selling Stockholder has sole voting and investment power with respect
to all Shares beneficially owned by him, 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.
_______________
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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
Stockholder. The Selling Stockholder 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 Stockholder has agreed to
sell the Shares offered hereby only to or through DLJ (so long as DLJ charges
fees that are normal and customary for nationally-known investment banking
houses for similar transactions). 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 Stockholder may from time to time enter into short sales
and use the Shares to cover such short positions. The Selling Stockholder will
effect such transactions by selling Shares to or through DLJ (so long as DLJ
charges fees that are normal and customary for nationally-known investment
banking houses for similar transactions), 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 Stockholder 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 Stockholder 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
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 Stockholder and other former
stockholders of New Ideas 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 Stockholder may resell
shares of Common Stock received by him in the Merger pursuant to Rule 144
(January 1, 1998) and (ii) the completion of the sale of all of the shares of
Common Stock registered thereunder. If the Selling Stockholder or any of the
other former stockholders of New Ideas are unable to sell all of the remaining
shares of Common Stock received by them in the Merger pursuant to Rule 144
within a 3-month period on the date which is 15 business days after the date on
which the Company files its Annual Report on Form 10-K for its fiscal year ended
January 31, 1999, the Company is obligated to file another registration
statement with respect to the resale by the Selling Stockholder and the other
former stockholders of New Ideas of those remaining shares of Common Stock.
Based upon the beneficial ownership of the Selling Stockholder and the other
former stockholders of New Ideas, after giving effect to the consummation of the
Offering, the Company does not presently expect that it will be required to file
a registration statement in 1999 pursuant to the Registration Rights Agreement.
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
$35,000. The Registration Rights
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Agreement provides for cross-indemnification of the Selling Stockholder, the
other former stockholders of New Ideas 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 Stockholder 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. 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.
-7-
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the Commission
pursuant to 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 directed to: Blyth Industries, Inc., 100 Field Point Road,
Greenwich, Connecticut 06830 (Attention: Investor Relations Department)
(telephone: (203) 661-1926).
-8-
<PAGE>
____________________________________________________________
124,719 SHARES
BLYTH INDUSTRIES, INC.
COMMON STOCK
____________
PROSPECTUS
____________
TABLE OF CONTENTS
PAGE
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SELLING STOCKHOLDER. . . . . . . . . . . . . . . . . . . . . . . . . 5
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . 6
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . 7
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . 8
______________________________
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 STOCKHOLDER. 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 10, 1997
____________________________________________________________
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with the sale
and distribution of the securities being registered, other than underwriting
discounts and commissions (which will not be borne by the Registrant). All of
the amounts shown are estimated except the Securities and Exchange Commission
registration fee.
SEC registration fee . . . . . . . . . . . . . . . . . . . . $ 3,538.24
Printing and engraving expenses. . . . . . . . . . . . . . . 2,000.00
Legal fees and expenses. . . . . . . . . . . . . . . . . . . 20,000.00
Accounting fees and expenses . . . . . . . . . . . . . . . . 2,000.00
Transfer agent and registrar fees. . . . . . . . . . . . . . 2,000.00
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . 5,461.76
----------
Total. . . . . . . . . . . . . . . . . . . . . . . . $35,000.00
==========
The foregoing fees and expenses will be borne by the Registrant.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Section 102(b)(7) of the Delaware Corporation Law (the "DGCL"),
Article VI of the Registrant's Restated Certificate of Incorporation (the
"Certificate of Incorporation") (filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (No. 33-77458)) eliminates the liability of
the Registrant's directors to the Registrant or its stockholders, except for
liabilities related to breach of duty of loyalty, actions not in good faith and
certain other liabilities.
Section 145 of the DGCL provides for indemnification by the Registrant of
its directors and officers. In addition, Article IX, Section 1 of the
Registrant's Restated By-Laws (the "By-laws") (filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (No. 33-77458)) requires the
Registrant to indemnify any current or former director or officer to the fullest
extent permitted by the DGCL. In addition, the Registrant has entered into
indemnity agreements with its directors (a form of which is filed as Exhibit
10.15 to the Registrant's Registration Statement on Form S-1 (No. 33-77458)),
which obligate the Registrant to indemnify such directors to the fullest extent
permitted by the DGCL.
Reference is made to the form of Registration Rights Agreement filed as
Exhibit 4.1 to this Registration Statement which provides for indemnification of
the directors and officers of the Registrant signing the Registration Statement
and certain controlling persons of the Registrant against certain liabilities,
including certain liabilities arising under the Securities Act of 1933, as
amended (the "Securities Act"), in certain instances by the Selling
Stockholders.
The Registrant maintains insurance for the benefit of its directors and
officers and the directors and officers of its subsidiaries insuring such
persons against liabilities, including liabilities under the securities laws.
ITEM 16. EXHIBITS.
Exhibit No. Description of Exhibit
4.1* Registration Rights Agreement, dated as of December 31,
1996, among the Registrant and the Holders named therein
5. Opinion of Finn Dixon & Herling LLP (including the consent
of such firm) regarding legality of securities being offered
<PAGE>
23.1 Consent of Finn Dixon & Herling LLP (included as part of its
opinion filed as Exhibit 5 hereto)
23.2 Consent of Grant Thornton LLP, independent certified public
accountants
24.1* Powers of Attorney
24.2* Certified Resolutions
_____________________
* Previously filed
ITEM 17. UNDERTAKINGS.
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 15(d) of the Securities
Exchange Act of 1934 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.
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 DGCL, the Certificate of Incorporation and By-laws,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in such Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than 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 such Securities Act and will be governed by the final adjudication
of such issue.
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 of 1933;
(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 and 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 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Greenwich, State of
Connecticut, on the 10th day of October, 1997.
BLYTH INDUSTRIES, INC.
By:/s/ Robert B. Goergen
-----------------------------------
Robert B. Goergen
Chairman, Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert B. Goergen Chairman, Chief Executive Officer October 10, 1997
- ----------------------- and President, Director
Robert B. Goergen (Principal Executive Officer)
/s/ Howard E. Rose Vice President and Chief Financial October 10, 1997
- ----------------------- Financial Officer
Howard E. Rose (Principal Financial and
Accounting Officer)
* Director October 10, 1997
- -----------------------
Roger A. Anderson
* Director October 10, 1997
- -----------------------
John W. Burkhart
* Director October 10, 1997
- -----------------------
Pamela M. Goergen
* Director October 10, 1997
- -----------------------
Neal I. Goldman
* Director October 10, 1997
- -----------------------
John E. Preschlack
* Director October 10, 1997
- -----------------------
Roger H. Morley
* Director October 10, 1997
- -----------------------
Frederick H. Stephens, Jr.
*By:/s/ Robert B. Goergen
-----------------------
Robert B. Goergen
attorney-in-fact
II-3
<PAGE>
Exhibit Index
-------------
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- --------
4.1* Registration Rights Agreement, dated as of December 31,
1996, among the Registrant and the Holders named
therein
5. Opinion of Finn Dixon & Herling LLP (including the
consent of such firm) regarding legality of securities
being offered
23.1 Consent of Finn Dixon & Herling LLP (included as part
of its opinion filed as Exhibit 5 hereto)
23.2 Consent of Grant Thornton LLP, independent certified
public accountants
24.1* Powers of Attorney
24.2* Certified Resolutions
_______________________
* Previously filed
<PAGE>
Exhibit 5
FINN DIXON & HERLING LLP
ATTORNEYS AT LAW
ONE LANDMARK SQUARE
STAMFORD, CONNECTICUT 06901
TELEPHONE (203) 325-5000
FACSIMILE (203) 348-5777
October 10, 1997
Blyth Industries, Inc.
100 Field Point Road
Greenwich, Connecticut 06830
Re: Blyth Industries, Inc. -- Post-Effective Amendment No. 1 to Registration
Statement on Form S-3
------------------------------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Blyth Industries, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of Post-Effective Amendment No. 1 to the
registration statement on Form S-3 (No. 333-26083) (as so amended, the
"Registration Statement"), of the Company, covering shares of the Common Stock,
$0.02 par value per share (the "Common Stock"), of the Company, to be sold by a
selling stockholder.
In rendering the opinion set forth herein, we have examined executed
copies, telecopies or photocopies of: (i) the Registration Statement and
Post-Effective Amendment No. 1 to the Registration Statement; (ii) the Restated
Certificate of Incorporation, the Restated By-laws and minute books of the
Company; and (iii) such other records, documents, certificates and other
instruments as in our judgment are necessary or appropriate as a basis for the
opinion expressed below. In our examination of such documents we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such copies. As to any facts
material to this opinion which we did not independently establish or verify, we
have relied upon statements and representations of officers and other
representatives of the Company.
Based upon the foregoing, and in reliance thereon, and subject to the
qualifications, assumptions and exceptions heretofore and hereinafter set forth,
we are of the opinion that the 124,719 shares of Common Stock of the Company
which are to be sold by the Selling Stockholder named in Post-Effective
Amendment No. 1 to the Registration Statement have been duly authorized and
validly issued and are fully paid and nonassessable.
We do not express, or purport to express, any opinion with respect to the
laws of any jurisdiction other than the General Corporation Law of the State of
Delaware.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and further consent to the use of our name under the
heading "Legal Matters" in the Registration Statement and the Prospectus which
forms a part thereof. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder by the Securities and Exchange Commission. This opinion is given as
of the date hereof and we assume no obligation to update or supplement this
opinion to reflect any facts or circumstances which may hereafter occur or come
to our attention or any changes in law which may hereafter occur.
Very truly yours,
/s/ Finn Dixon & Herling LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated March 28, 1997 accompanying the
consolidated financial statements of Blyth Industries, Inc. and Subsidiaries
appearing in the 1997 Annual Report to Shareholders and accompanying the
schedule included in the Annual Report on Form 10-K for the year ended January
31, 1997, which are incorporated by reference into this Post-Effective Amendment
No. 1 to Registration Statement on Form S-3. We consent to the use and the
incorporation by reference into this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 (No. 333-26083) and the Registration
Statement on Form S-8 (No. 33-91954) of the aforementioned reports, and to the
use of our name as it appears under the caption "Experts" in this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3.
/s/ Grant Thornton LLP
-------------------------
GRANT THORNTON LLP
Chicago, Illinois
October 6, 1997
