<PAGE>
Registration No. 33-91954
Registration No. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
FORM S-8
REGISTRATION STATEMENT
AND
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------
BLYTH INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-2984916
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
100 FIELD POINT ROAD
GREENWICH, CONNECTICUT 06830
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED 1994 EMPLOYEE STOCK OPTION PLAN
1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
ROBERT B. GOERGEN
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
BLYTH INDUSTRIES, INC.
100 FIELD POINT ROAD
GREENWICH, CONNECTICUT 06830
(203) 661-1926
(Name, address 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
================================================================================
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================== ================== =================== ================== =============
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount Offering Aggregate Registration
to be Registered to be Registered Price Per Share Offering Price Fee
- ---------------------- ------------------ ------------------- ------------------ -------------
<S> <C> <C> <C> <C>
Common Stock,
$0.02 par value 500,000 shares $33.00 (1) $16,500,000 (1) $4,867.50 (1)
====================== ================== =================== ================== =============
</TABLE>
(1) Estimated in accordance with Rule 457(h) and Rule 457(c) solely for the
purpose of calculating the registration fee on the basis of the weighted
average of (i) $33.00 per share for 13,073 options granted to date under
the Amended and Restated 1994 Stock Option Plan and (ii) $33.00 per share
for the remaining 486,927 shares, which is the average of the high and low
prices of the Common Stock of the Registrant reported on the New York Stock
Exchange on April 8, 1998. The required fee paid herewith is in addition
to $4,389.65, which is the amount equal to the fee previously paid with
respect to the Registration Statement on Form S-8 (No. 33-91954), pursuant
to which 1,500,000 shares (as adjusted to reflect stock splits since the
date of the filing thereof) were registered. Pursuant to Rule 429 under
the Securities Act of 1933, as amended, this Registration Statement
contains a combined prospectus that also relates to 1,500,000 shares of
Common Stock registered on Form S-8 (No. 33-91954), which became effective
on May 5, 1995. This Registration Statement, which is a new registration
statement, also constitutes Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form S-8 (No. 33-91954), and such
Post-Effective Amendment shall hereafter become effective concurrently with
the effectiveness of this Registration Statement and in accordance with
Section 8(c) of the Securities Act of 1933, as amended.
<PAGE>
EXPLANATORY NOTE
Blyth Industries, Inc., a Delaware corporation (the "Company"), adopted the
1994 Employee Stock Option Plan, which has been amended and restated from time
to time (as amended and restated, the "Employee Plan"), and the 1994 Stock
Option Plan for Non-Employee Directors (the "Directors Plan") (collectively, the
"Plans"). An aggregate of 1,500,000 shares of the common stock of the Company,
$0.02 par value per share (the "Common Stock"), reserved for issuance upon the
exercise of options awarded pursuant to such Plans, have been registered under
the Securities Act of 1933, as amended (the "Act").
This Registration Statement is intended to register the issuance by the
Company of 500,000 shares of Common Stock which may be issued by the Company
pursuant to the exercise of options that may be subsequently awarded under the
Employee Plan.
Also, this Registration Statement, this Post-Effective Amendment No. 1, and
the reoffer prospectus included herein, are intended to register for reoffer
and/or resale shares of Common Stock that have been issued upon exercise of
options previously awarded under the Plans and shares that may be acquired in
the future under options awarded under the Plans by persons who may be
considered affiliates of the Company as defined by Rule 405 under the Act.
The materials constituting the reoffer prospectus have been prepared
pursuant to Part I of Form S-3, in accordance with General Instruction C to Form
S-8.
<PAGE>
REOFFER PROSPECTUS
UP TO 2,000,000 SHARES
BLYTH INDUSTRIES, INC.
COMMON STOCK
This Prospectus relates to the resale of up to 2,000,000 shares of Common
Stock, $0.02 par value ("Common Stock"), of Blyth Industries, Inc. (the
"Company") which may in the future be issued pursuant to the exercise of options
awarded to date, and which in the future may be awarded, under the Company's
Amended and Restated 1994 Employee Stock Option Plan (as amended, the "Employee
Plan") and the Company's 1994 Stock Option Plan for Non-Employee Directors (the
"Directors Plan" and, together with the Employee Plan, the "Plans") to, and
which may be offered for resale from time to time by, certain employees and
directors of the Company and its subsidiaries named in Annex I hereto (the
"Selling Stockholders"). See "Selling Stockholders."
The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby (hereinafter, the "Securities"). The Company will
pay all of the expenses associated with the registration of the Securities and
this Prospectus. The Selling Stockholders will pay the other costs, if any,
associated with any sale of the Securities.
The Common Stock is traded on the New York Stock Exchange ("NYSE") under
the symbol "BTH." On April 9, 1998, the last reported sales price of the
Common Stock on the NYSE was $35.9375 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.
APRIL 13, 1998
<PAGE>
THE COMPANY
Blyth Industries, Inc. ("Blyth" or the "Company") designs,
manufactures, markets and distributes an extensive line of candles and home
fragrance products, including scented candles, outdoor citronella candles,
potpourri and environmental fragrance products, and markets a broad range of
related candle accessories and decorative gift bags and gift tags. These
products are sold under various brand names, including the names Colonial Candle
of Cape Cod-Registered Trademark-, PartyLite Gifts-Registered Trademark-,
Carolina Designs-TM-, Ambria-TM-, Canterbury-TM-, Florasense-Registered
Trademark-, JeanMarie-Registered Trademark- and FilterMate-TM-. The Company is
also a leading producer of portable heating fuel products sold under the
Sterno-Registered Trademark- and Handy Fuel-Registered Trademark- brand names.
The Company markets its products through a wide variety of distribution
channels, including a network of sales representatives and home party plan sales
representatives serving the consumer market and independent sales
representatives and distributors serving the institutional market. Consumable
products, which include candles, scented candles, outdoor citronella candles,
potpourri, other fragrance products, portable heating fuels and decorative gift
bags and gift tags, account for approximately 60% 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 natural home fragrance 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 85% and 15%,
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 successfully integrated numerous
acquisitions and investments into its operations since its formation in 1977.
In May 1997, the Company acquired Endar Corp., a manufacturer of potpourri,
scented candles and other fragrance products. The Company issued 1,900,786
shares of its Common Stock in the transaction. In late December 1997, the
Company acquired the Sterno-Registered Trademark- and Handy Fuel-Registered
Trademark- portable heating fuels product lines, including related manufacturing
and distribution facilities, for $65.0 million.
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, 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 global consumer markets, which provide greater opportunities for
growth and product differentiation and higher profit margins than does the
institutional market. 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 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, and has recently
completed construction of a manufacturing facility in Cumbria, England. The
Company also recently commenced distribution from a leased facility in the
Netherlands, and has commenced construction of an owned European distribution
facility in the Netherlands.
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.
-1-
<PAGE>
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 institutional 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.
RISKS ASSOCIATED WITH INTERNATIONAL SALES AND FOREIGN-SOURCED PRODUCTS
The Company sources a portion of its candle accessories and decorative gift
bags and gift tags 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 over 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
-2-
<PAGE>
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 one or more of the distribution
channels served by the Company. Because there are relatively low barriers to
entry to the candle and fragrance products industry, the Company may face
increased future competition from other companies, some of 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.
STOCK OWNERSHIP OF AND CONTROL BY MANAGEMENT
Robert B. Goergen, the Chairman, Chief Executive Officer and President
of the Company, beneficially owns approximately 13,962,971 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
over 16 million 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 April 7, 1998, 49,106,227 shares of Common Stock were outstanding,
including over 32 million shares of Common Stock 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.
-3-
<PAGE>
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 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 table attached as Annex I hereto sets forth, as of the date of this
Prospectus or a subsequent date if amended or supplemented, (a) the name of
each Selling Stockholder and his or her relationship to the Company during
the past three years; (b) the number of shares of Common Stock that each
Selling Stockholder beneficially owns (assuming that all options to acquire
shares are exercisable within 60 days, although certain options actually vest
over time); (c) the number of Securities offered pursuant to this Prospectus
by each Selling Stockholder; and (d) the amount and percentage of the Common
Stock outstanding to be held by such Selling Stockholder after giving effect
to this offering. The information contained in Annex I may be amended or
supplemented from time to time.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Securities offered hereby.
-4-
<PAGE>
PLAN OF DISTRIBUTION
The Securities 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.
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 Securities to cover such
short positions. The Selling Stockholders and any persons who participate in
the distribution of the Securities may be deemed to be underwriters within the
meaning of the Securities Act of 1933, as amended (the "Act"), and any
discounts, commissions or concessions received by them and any discounts,
commissions or concessions provided pursuant to the sale of Securities by them
might be deemed to be underwriting discounts and commissions under the Act. In
addition, any Securities 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. There is no assurance that any of
the Selling Stockholders will offer for sale or sell any or all of the
Securities 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 Statements 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
Registration Statements on Form S-8 under the Act, including amendments
thereto, relating to the Securities 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 Statements and the exhibits and schedules thereto. For further
information with respect to the Company and the Securities offered hereby,
reference is made to such Registration Statements 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 Statements 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 Statements 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
-5-
<PAGE>
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 Statements, 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 DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the following
documents and information heretofore filed with the Securities and Exchange
Commission (the "SEC"):
(a) 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.
(b) The Company's Proxy Statement dated April 29, 1997.
(c) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended April 30, 1997, July 31, 1997 and October 31, 1997.
(d) 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.
(e) 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, June 5,
1997, December 2, 1997, January 2, 1998 (as amended by the Company's Form
8-K/A filed on March 13, 1998), March 25, 1998 and April 13, 1998.
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).
-6-
<PAGE>
ANNEX I
SELLING STOCKHOLDERS
Set forth below is: (a) the name of each Selling Stockholder and his or her
relationship to the Company during the past three years; (b) the number of
shares of Common Stock that each Selling Stockholder beneficially owns (assuming
that all options to acquire shares are exercisable within 60 days, although
certain options actually vest over time); (c) the number of Securities offered
pursuant to this Prospectus by each Selling Stockholder (assuming that all
options are fully exercisable); and (d) the amount and percentage of the Common
Stock outstanding to be held by such Selling Stockholder after giving effect to
this offering. Notwithstanding their inclusion in this Annex I, all of the
Selling Stockholders expressly disclaim that they are affiliates of the Company.
The Selling Stockholders are listed herein, whether or not they have a present
intent to resell.
<TABLE>
<CAPTION>
No. of No. of Shares Percentage
Relationships to Beneficially No. of Shares Owned After Ownership
Name of Beneficial Owner the Company Shares Owned Offered Hereby Offering After the Offering
- ------------------------ ----------- ------------ -------------- -------- ------------------
<S> <C> <C> <C> <C> <C>
Roger A. Anderson (1) Director 473,958 6,000 467,958 *
John W. Burkhart (2) Director 593,264 6,000 587,264 1.2%
Pamela M. Goergen (3) Director 13,450,810 6,000 13,444,810 27.4%
Neal I. Goldman Director 126,000 6,000 120,000 *
Roger H. Morley Director -- 4,500 -- --
John E. Preschlack (4) Director 217,610 6,000 211,610 *
Frederick H. Stephens, Jr. Director 8,100 4,500 3,600 *
Richard T. Browning Vice President 41,000 40,000 1,000 *
and Chief
Financial Officer
Albert A. Bergeron (5) Vice President 248,200 82,000 166,200 *
Elwood L. La Forge, Jr. Vice President 69,503 69,500 3 *
Howard E. Rose Vice Chairman 225,179 24,000 201,179 *
and Director;
previously Vice
President and
Chief Financial
Officer
</TABLE>
----------------------------
*Represents less than 1%.
(1) Includes 467,958 shares held by Galena Partners, Ltd., a limited
partnership of which Mr. Anderson is a managing general partner. Mr.
Anderson disclaims beneficial ownership of the shares held by Galena
Partners, Ltd.
(2) Includes 189,300 shares held of record by Breezy Hill Enterprises,
Inc. Pension Plan, of which Mr. Burkhart is trustee, and 276,564
shares held by Mr. Burkhart's wife. Mr. Burkhart disclaims beneficial
ownership of the shares held by his wife.
(3) Includes 13,028,530 shares held by Robert B. Goergen, Mrs. Goergen's
husband. Ms. Goergen disclaims
-7-
<PAGE>
beneficial ownership of the shares held by her husband, Robert B.
Goergen.
(4) Includes 192,610 shares held directly and 19,000 shares held by Jaclyn
Holdings, L.P., a limited partnership of which Mr. Preschlack is a
general partner. Mr. Preschlack disclaims beneficial ownership of the
shares held by Jaclyn Holdings, L.P.
(5) Includes 2,400 shares held by Mr. Bergeron's spouse and children.
-8-
<PAGE>
UP TO 2,000,000 SHARES
BLYTH INDUSTRIES, INC.
COMMON STOCK
---------------------
REOFFER PROSPECTUS
---------------------
TABLE OF CONTENTS
PAGE
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . .1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . .2
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . .4
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . .4
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . .5
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . .5
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . .5
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . .5
INCORPORATION OF DOCUMENTS BY REFERENCE. . . . . . . . . . .6
ANNEX I - SELLING STOCKHOLDERS . . . . . . . . . . . . . . .7
-----------------------------
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.
APRIL 13, 1998
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "SEC"):
(a) 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.
(b) The Company's Proxy Statement dated April 29, 1997.
(c) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended April 30, 1997, July 31, 1997 and October 31, 1997.
(d) 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.
(e) 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, June 5,
1997, December 2, 1997, January 2, 1998 (as amended by the Company's Form
8-K/A filed on March 13, 1998), March 25, 1998 and April 13, 1998.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, on or after the date of this Registration Statement and 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 part hereof from the date of filing of such reports or documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. 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
-10-
<PAGE>
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.
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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number
-------
3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (No. 33-77458)).
3.2 Restated By-laws of the Company (incorporated by reference to
Exhibit 3.2 of the Company's Registration Statement on Form S-1
No. 33-77458)).
4.1 Amended and Restated 1994 Employee Stock Option Plan of the
Company (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K as filed with the SEC on
April 13, 1998).
4.2 Form of Nontransferable Incentive Stock Option Agreement under
the Amended and Restated 1994 Employee Stock Option Plan of the
Company (incorporated by reference to Exhibit 4.2 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 31, 1996).
4.3 Form of Nontransferable Non-Qualified Stock Option Agreement
under the Amended and Restated 1994 Employee Stock Option Plan of
the Company (incorporated by reference to Exhibit 4.3 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 31, 1996).
4.4 1994 Stock Option Plan for Non-Employee Directors (incorporated
by reference to Exhibit 4.4 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended July 31, 1996).
4.5 Form of Stock Option Agreement under the 1994 Stock Option Plan
for Non-Employee Directors of the Company (incorporated by
reference to Exhibit 4.5 to the Company's Registration Statement
on Form S-1 (No. 33-77458)).
5.1* Opinion of Finn Dixon & Herling LLP as to legality of securities
being registered.
23.1* Consent of Grant Thornton LLP.
23.2 Consent of Finn Dixon & Herling LLP (contained in Exhibit 5.1
hereto).
-11-
<PAGE>
24.1 Power of Attorney (included on the signature pages).
-------------------------
*Filed herewith.
ITEM 9. 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.
-12-
<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 of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement and this Post-Effective Amendment No. 1 to a Registration Statement on
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Greenwich, State of Connecticut, on this 13th day of
April, 1998.
BLYTH INDUSTRIES, INC.
By: /s/Robert B. Goergen
---------------------------------
Robert B. Goergen,
Chairman of the Board, Chief
Executive Officer and President
-13-
<PAGE>
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert B. Goergen, Richard T.
Browning, Bruce D. Kreiger and Howard E. Rose jointly and severally, his or
her attorneys-in-fact, each with the power of substitution, for him or her
in any and all capacities, to sign any amendments to this Registration
Statement, and to file the same, with exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or
his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and this Post-Effective Amendment No. 1 to a
Registration Statement on Form S-8 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 April 13, 1998
- -------------------------- Officer and President;
Robert B. Goergen Director (Principal
Executive Officer)
/s/ Richard T. Browning Vice President and Chief April 13, 1998
- -------------------------- Financial Officer
Richard T. Browning (Principal Financial and
Accounting Officer)
/s/ Howard E. Rose Vice Chairman and Director April 13, 1998
- --------------------------
Howard E. Rose
/s/ Roger A. Anderson Director April 13, 1998
- --------------------------
Roger A. Anderson
/s/ John W. Burkhart Director April 13, 1998
- --------------------------
John W. Burkhart
/s/ Pamela M. Goergen Director April 13, 1998
- --------------------------
Pamela M. Goergen
/s/ Neal I. Goldman Director April 13, 1998
- --------------------------
Neal I. Goldman
/s/ Roger H. Morley Director April 13, 1998
- --------------------------
Roger H. Morley
/s/ John E. Preschlack Director April 13, 1998
- --------------------------
-14-
<PAGE>
John E. Preschlack
/s/ Frederick H. Stephens, Jr. Director April 13, 1998
- --------------------------------
Frederick H. Stephens, Jr.
EXHIBIT INDEX
Exhibit No. Description Page No.
3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (No. 33-77458)).
3.2 Restated By-laws of the Company (incorporated by reference to
Exhibit 3.2 of the Company's Registration Statement on Form S-1
(No. 33-77458)).
4.1 Amended and Restated 1994 Employee Stock Option Plan
(incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K; as filed with the SEC on April 13,
1998).
4.2 Amended and Restated Form of Nontransferable Incentive Stock
Option Agreement under the 1994 Employee Stock Option Plan of the
Company (incorporated by reference to Exhibit 4.2 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 31, 1996).
4.3 Amended and Restated Form of Nontransferable Non-Qualified Stock
Option Agreement under the 1994 Employee Stock Option Plan of the
Company (incorporated by reference to Exhibit 4.3 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 31, 1996).
4.4 1994 Stock Option Plan for Non-Employee Directors (incorporated
by reference to Exhibit 4.4 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended July 31, 1996).
4.5 Form of Stock Option Agreement under the 1994 Stock Option Plan
for Non-Employee Directors of the Company (incorporated by
reference to Exhibit 4.5 to the Company's Registration Statement
on Form S-1 (No. 33-77458)).
5.1* Opinion of Finn Dixon & Herling LLP as to legality of securities
being registered.
23.1* Consent of Grant Thornton LLP.
23.2 Consent of Finn Dixon & Herling LLP (contained in Exhibit 5.1
hereto)
24.1 Power of Attorney (included on the signature pages).
-----------------
*Filed herewith
<PAGE>
EXHIBIT 5.1
FINN DIXON & HERLING LLP
ATTORNEYS AT LAW
ONE LANDMARK SQUARE
STAMFORD, CONNECTICUT 06901
TELEPHONE (203) 325-5000
FACSIMILE (203) 348-5777
April 13, 1998
Blyth Industries, Inc.
100 Field Point Road
Greenwich, Connecticut 06830
Re: Blyth Industries, Inc. -- Registration Statement on Form S-8
------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Blyth Industries, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission of a registration statement on Form S-8 (the
"Registration Statement") of the Company, covering 500,000 shares (the "Shares")
of the Common Stock, $0.02 par value per share, of the Company, to be issued
pursuant to the Company's Amended and Restated 1994 Employee Stock Option Plan
(the "Plan").
In rendering the opinion set forth herein, we have examined executed
copies, telecopies or photocopies of: (i) the Registration Statement and the
Plan; (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, assuming stockholder approval of the amendment to
the Plan adopted by the Board of Directors of
<PAGE>
Blyth Industries, Inc.
April 13, 1998
Page 2
the Company on April 8, 1998, pursuant to which the number of shares of Common
Stock issuable thereunder was increased by 500,000 to 1,880,000, then upon the
issuance of the Shares in accordance with the Plan (and in accordance with the
terms of any written options, option agreements or other agreements issued or
entered into pursuant to the Plan) and as contemplated by the Registration
Statement, the Shares will be validly issued, fully paid and non-assessable.
We do not express, or purport to express, any opinion with respect to the
laws of any jurisdiction other than the laws of the State of Connecticut, the
General Corporation Law of the State of Delaware and the federal securities laws
of the United States of America.
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 wherever
appearing in the Registration Statement. 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 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated March 28, 1997 accompanying the
consolidated financial statements of Blyth Industries, Inc. and Subsidiaries
appearing in the 1997 Annual Report to Shareholders which is incorporated by
reference into the Annual Report on Form 10-K for the year ended January 31,
1997, and our report dated March 28, 1997 accompanying the schedule included
in the Annual Report on Form 10-K for the year ended January 31, 1997, which
are incorporated by reference in this Form S-8 Registration Statement and
Post-Effective Amendment No. 1 to Form S-8 Registration Statement. We consent
to the use and the incorporation by reference into this Form S-8 Registration
Statement and Post Effective Amendment No. 1 to Form S-8 Registration
Statement of the aforementioned reports, and to the use of our name as it
appears under the caption "Experts" in this Form S-8 Registration Statement
and Post-Effective Amendment No. 1 to Form S-8 Registration Statement.
/s/ Grant Thornton LLP
GRANT THORNTON LLP
Chicago, Illinois
April 13, 1998
