<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BLYTH INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 36-2984916
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
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100 FIELD POINT ROAD
GREENWICH, CONNECTICUT 06830
(Address of Principal Executive Offices) (Zip Code)
------------------------------
BLYTH INDUSTRIES, INC. NON-QUALIFIED DEFERRED COMPENSATION PLAN
(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:
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<S> <C>
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
</TABLE>
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Deferred Compensation Plan Interests
(1)................................... $1,500,000(2) $100% $1,500,000(3) $396
</TABLE>
(1) The Deferred Compensation Plan Interests are interests in the Blyth
Industries, Inc. Non-Qualified Deferred Compensation Plan.
(2) In addition, pursuant to Rule 416 (c) promulgated under the Securities Act
of 1933, as amended (the "Securities Act"), this Registration Statement on
Form S-8 also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described above.
(3) Estimated solely for the purpose of determining the registration fee.
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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 Registrant's Annual Report on Form 10-K for the year ended
January 31, 1999, including portions of the Registrant's Proxy Statement
dated April 30, 1999 relating to the Registrant's 1999 Annual Meeting of
Stockholders and portions of the Registrant's Annual Report to Stockholders
for the fiscal year ended January 31, 1999, which are incorporated therein
by reference.
(b) The Registrant's Proxy Statement dated April 30, 1999.
(c) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended April 30, 1999 and July 31, 1999.
(d) The Registrant's Current Reports on Form 8-K filed on April 1, 1999,
May 28, 1999, September 3, 1999, September 28, 1999, December 2, 1999 and on
the date hereof.
All reports and other documents subsequently filed by the Registrant
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.
Finn Dixon & Herling LLP, Stamford, Connecticut, as counsel for the
Registrant, has issued an opinion as to the legality of the Deferred
Compensation Plan Interests. 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 the preparation of the Blyth Industries, Inc.
Non-Qualified Deferred Compensation Plan and the registration of the Deferred
Compensation Plan Interests, beneficially own an aggregate of 15,000 shares of
the common stock of the Registrant.
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") 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") 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, which obligate the Registrant to indemnify such
directors to the fullest extent permitted by the DGCL.
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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.
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<CAPTION>
EXHIBIT NO.
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<C> <S>
4.1* Blyth Industries, Inc. Non-Qualified Deferred Compensation
Plan (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K as filed with the SEC
on the date hereof).
5.1* Opinion of Finn Dixon & Herling LLP as to legality of
securities being registered.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Grant Thornton LLP.
23.3 Consent of Finn Dixon & Herling LLP (contained in Exhibit 5
hereto).
24.1 Power of Attorney (included on the signature pages).
</TABLE>
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* 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; and
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(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the SEC by the
Registrant under Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in this 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.
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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 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 21st
day of December, 1999.
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BLYTH INDUSTRIES, INC.
By: /s/ ROBERT B. GOERGEN
------------------------------------------
Robert B. Goergen
Chairman of the Board, Chief
Executive Officer and President
</TABLE>
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<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 and Bruce
D. Kreiger, 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 (including post-effective amendments) to each Registration Statement
on Form S-8, 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 on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
Chairman, Chief Executive
/s/ ROBERT B. GOERGEN Officer and President;
------------------------------------------- Director (Principal December 21, 1999
Robert B. Goergen Executive Officer)
Vice President and Chief
/s/ RICHARD T. BROWNING Financial Officer
------------------------------------------- (Principal Financial and December 21, 1999
Richard T. Browning Accounting Officer)
/s/ HOWARD E. ROSE
------------------------------------------- Vice Chairman and Director December 21, 1999
Howard E. Rose
/s/ ROGER A. ANDERSON
------------------------------------------- Director December 21, 1999
Roger A. Anderson
/s/ JOHN W. BURKHART
------------------------------------------- Director December 21, 1999
John W. Burkhart
/s/ PAMELA M. GOERGEN
------------------------------------------- Director December 21, 1999
Pamela M. Goergen
/s/ NEAL I. GOLDMAN
------------------------------------------- Director December 21, 1999
Neal I. Goldman
</TABLE>
S-2
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ ROGER H. MORLEY
------------------------------------------- Director December 21, 1999
Roger H. Morley
/s/ JOHN E. PRESCHLACK
------------------------------------------- Director December 21, 1999
John E. Preschlack
/s/ FREDERICK H. STEPHENS, JR.
------------------------------------------- Director December 21, 1999
Frederick H. Stephens, Jr.
</TABLE>
S-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S>
4.1* Blyth Industries, Inc. Non-Qualified Deferred Compensation
Plan (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K as filed with the SEC
on the date hereof).
5.1* Opinion of Finn Dixon & Herling LLP as to legality of
securities being registered.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Grant Thornton LLP.
23.3 Consent of Finn Dixon & Herling LLP (contained in Exhibit
5.1 hereto).
24.1 Power of Attorney (included on the signature pages).
</TABLE>
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* 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
December 21, 1999
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 interests in the Blyth
Industries, Inc. Non-Qualified Deferred Compensation 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 the Plan has been duly authorized and, upon the
effectiveness of the Plan, as provided for therein, the obligations of the
Company under the Plan will constitute valid and binding obligations of the
Company.
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 ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 25, 1999, except for Note 12 and
Note 15, as to which the date is April 9, 1999, relating to the financial
statements, which appear in the 1999 Annual Report to Stockholders of Blyth
Industries, Inc. and Subsidiaries, which is incorporated by reference in Blyth
Industries, Inc. Annual Report on Form 10-K for the year ended January 31, 1999.
We also consent to the incorporation by reference of our report dated March 25,
1999 relating to the financial statement schedule, which appears in such Annual
Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
December 20, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated March 28, 1997 accompanying the consolidated
statements of earnings, stockholders' equity and cash flows of Blyth
Industries, Inc. and Subsidiaries, for the year ended January 31, 1997 appearing
in the 1999 Annual Report to Shareholders which is incorporated by reference
into the Annual Report on Form 10-K for the year ended January 31, 1999, 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, 1999, which are incorporated
by reference in this Form S-8 Registration Statement. We consent to the use and
the incorporation by reference into this Form S-8 Registration Statement of the
aforementioned reports.
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<S> <C> <C>
/s/ Grant Thornton LLP
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GRANT THORNTON LLP
</TABLE>
Chicago, Illinois
December 20, 1999
