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Registration No. 33-_____________
___________________________________________________________________________
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
STANHOME INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-1864170
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 Western Avenue, Westfield, Massachusetts 01085
(Address of Principal Executive Offices) (Zip Code)
____________________________________________
NON-EMPLOYEE DIRECTOR STOCK PLAN
(Full title of the plan)
____________________________________________
Bruce H. Wyatt, Secretary
Stanhome Inc.
333 Western Avenue
Westfield, Massachusetts 01085
(Name and address of agent for service)
(413) 562-3631
(Telephone number, including area code, of agent for service)
____________________________________________
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
____________________________________________________________________
____________________________________________________________________
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered<F1> unit price<F2> fee<F2>
____________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock 15,000 $28.875 $433,125.00 $149.35
$0.125 Shares
Par Value
____________________________________________________________________
____________________________________________________________________
<FN>
<F1> This Registration Statement also covers such additional number of
shares of Common Stock as may be issuable by reason of the operation of
applicable antidilution provisions.
<F2> Estimated solely for purposes of calculating the aggregate offering
price and the registration fee and, pursuant to Rule 457(h) under the
Securities Act of 1933, based upon the average of the high and low prices
of a share of Common Stock on the New York Stock Exchange on April 7, 1995.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Stanhome Inc. (the "Company") with
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended (File No. 0-1349), are incorporated by reference herein:
(1) Annual Report on Form 10-K for the fiscal year ended December
31, 1994;
(2) (a) General Form for Registration of Securities on Form 10,
dated May 28, 1965, as amended on Form 8 Amendment No. 1, dated December 9,
1965, and Form 8 Amendment No. 2, dated September 5, 1986; (b) Applications
for Registration of Certain Classes of Securities on Form 8-A, dated
September 8, 1986 and October 30, 1987, both as amended on Form 8 Amendment
No. 1, dated May 6, 1988; (c) Application for Registration of Certain
Classes of Securities on Form 8-A, dated September 19, 1988, as amended on
Form 8 Amendment No. 1 dated October 1, 1990; and (d) any other
applications for registration of the Company's Common Stock under Section
12 of the Securities Exchange Act of 1934, as amended, including any
amendments or reports filed for the purpose of updating the description of
such class of securities; and
(3) All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, after the date hereof and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, from
the date of filing of such reports and other 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.
Section 13 of Chapter 156B of the Massachusetts General Laws permits
corporations organized under the laws of the Commonwealth to eliminate or
limit personal liability of their directors to the corporation or its
stockholders for monetary damages resulting from any breach of fiduciary
duty as a director, except under certain circumstances. Article 6E of the
Company's Restated Articles of Organization, as amended, eliminates the
personal liability of directors of the Company to the Company or its
stockholders for monetary damages to the full extent permitted under
Section 13 of Chapter 156B of the Massachusetts General Laws. Section 67
of Chapter 156B of the Massachusetts General Laws permits corporations
organized under the laws of the Commonwealth to indemnify directors and
officers under certain circumstances. Article V of the By-Laws of the
Company provides for the indemnification of any director, officer and
specified key employees of the Company against all expenses, as defined
therein, actually or reasonably incurred by any of them in connection with
any claim asserted against him or her, or in connection with any action,
suit or proceeding, civil or criminal, in which any of them may be involved
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as a party, by reason of his or her having been such a director, officer or
specified key employee, provided he or she has acted in good faith in the
reasonable belief that his or her action was in the best interest of the
Company. The Company has director and officer liability insurance covering
certain expenditures which might arise in connection with such
indemnification.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Copies of the documents listed below which are identified with an
asterisk (*) have been included as exhibits to registration statements or
other documents previously filed with the Commission under the Securities
Exchange Act of 1934, as amended (File Number 0-1349), and are incorporated
by reference herein; the exhibit number and documents with which the
document was originally filed are set forth in parentheses after the
description of such exhibit. Exhibits not so identified are filed
herewith.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
4* Rights Agreement, as amended (Exhibit 4(a) to Form 10-Q
filed for the quarter ended September 30, 1988 and Exhibit 1
to Form 8 filed on October 1, 1990).
23 Consent of Arthur Andersen LLP.
24 Powers of Attorney (included on the signature page).
99 Non-employee Director Stock Plan.
Item 9. Undertakings.
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 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act of
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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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
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 the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the 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 the Act and will be governed by the final
adjudication of such issue.
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 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Westfield, Commonwealth of
Massachusetts, on April 14, 1995.
STANHOME INC.
(Registrant)
By:/s/G. William Seawright
G. William Seawright
President and Chief Executive
Officer
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities indicated and on the dates indicated below. Each person
whose signature appears below constitutes and appoints G. William Seawright
and Bruce H. Wyatt, and each of them, his or her true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments to the registration statement
and post-effective amendments, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Signature Title Date
/s/H.L. Tower Chairman of the Board April 5, 1995
H.L. Tower
/s/John F. Cauley, Jr. Director April 5, 1995
John F. Cauley, Jr.
/s/Janet M. Clarke Director April 6, 1995
Janet M. Clarke
/s/Charles W. Elliott Director April 8, 1995
Charles W. Elliott
/s/Judith R. Haberkorn Director April 6, 1995
Judith R. Haberkorn
/s/Thomas R. Horton Director April 5, 1995
Thomas R. Horton
/s/Allan G. Keirstead Director, Executive Vice April 10, 1995
Allan G. Keirstead President, Chief Administrative
& Financial Officer and Controller
/s/Homer G. Perkins Director April 6, 1995
Homer G. Perkins
/s/G. William Seawright Director, President and April 10, 1995
G. William Seawright Chief Executive Officer
/s/Anne-Lee Verville Director April 5, 1995
Anne-Lee Verville
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
4* Rights Agreement, as amended (Exhibit 4(a)to Form 10-Q filed
for the quarter ended September 30, 1988 and Exhibit 1 to
Form 8 filed on October 1, 1990).
23 Consent of Arthur Andersen LLP.
24 Powers of Attorney (included on the signature page).
99 Non-employee Director Stock Plan.
____________________________
*Incorporated By Reference
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EXHIBIT 23
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated February
21, 1995 included in Stanhome Inc.'s Form 10-K for the year ended December
31, 1994 and to all references to our Firm included in this registration
statement.
/s/Arthur Andersen LLP
Hartford, Connecticut
April 14, 1995
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EXHIBIT 99
STANHOME INC.
NON-EMPLOYEE DIRECTOR STOCK PLAN
1. Purpose.
1.1 The Stanhome Inc. Non-Employee Director Stock Plan is intended
to increase the proprietary interest of non-employee members of the Board
of Directors of Stanhome Inc. by providing further opportunity for
ownership of the Company's common stock. By means of such increased
proprietary interest, the Plan is intended to enhance their incentive to
contribute to the success of the Company's business.
1.2 The Plan is intended to comply with Rule 16b-3 and shall be
interpreted in a manner consistent with the requirements thereof, as now or
hereafter construed, interpreted and applied by regulations, rulings and
cases. In particular, the provisions of Article 4 hereof are intended to
comply with the "formula plan" requirements of Rule 16b-3 and such Article
shall be construed so as to comply.
2. Definitions.
As used in this Plan, the following words and phrases shall
have the meanings indicated:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(c) "Committee" shall mean the Compensation and Stock Option
Committee of the Board.
(d) "Company" shall mean Stanhome Inc., a corporation organized
under the laws of the Commonwealth of Massachusetts, or any successor
corporation.
(e) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time, and as now or hereafter construed,
interpreted and applied by regulations, rulings and cases.
(f) "Participant" shall mean a non-employee member of the Board.
(g) "Plan" shall mean this Stanhome Inc. Non-Employee Director
Stock Plan, as amended from time to time.
(h) "Plan Year" shall mean the calendar year, except that the first
Plan Year shall begin on the day the stockholders of the Company approve
the Plan as adopted by the Board and shall end on the next December 31.
(i) "Rule 16b-3" shall mean Rule 16b-3, as in effect from time to
time, promulgated by the Securities and Exchange Commission under Section
16 of the Exchange Act, including any successor to such Rule.
(j) "Shares" shall mean the common stock of the Company, par value
$0.125 per share.
3. Number and Kind of Shares.
The maximum number of Shares which shall be reserved for the
grant of Shares under the Plan shall be fifteen thousand (15,000) Shares,
which number shall be subject to adjustment as provided in Article 5
hereof. Such Shares may be either authorized but unissued Shares or Shares
that shall have been or may be reacquired by the Company.
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4. Grants of Shares.
4.1 Grants. In the case of an individual who is a Participant on
the day following the Annual Meeting of the stockholders of the Company
during a Plan Year, he or she shall receive a grant of two hundred (200)
Shares made on such day for that Plan Year. In the case of an individual
who becomes a Participant at any later time during a Plan Year, he or she
shall not receive a grant of Shares for that Plan Year in which he or she
becomes a Participant.
4.2 Sale Restriction. Notwithstanding any other provisions hereof,
no Shares granted hereunder may be sold or otherwise transferred until at
least six months after their date of grant.
5. Effect of Certain Changes.
In the event of any extraordinary dividend, stock dividend,
recapitalization, merger, consolidation, stock split, warrant or rights
issuance, or combination or exchange of such stock, or other similar
transactions, the number of Shares available for grant shall be equitably
adjusted by the Committee to reflect such event and preserve the value of
such grants; provided, however, that any fractional Shares resulting from
such adjustment shall be eliminated.
6. No Rights to Continuance as Director.
Nothing in the Plan or in any grant made pursuant hereto shall
confer upon any Participant the right to continue to serve as a member of
the Board or to be entitled to any remuneration or benefits not set forth
in the Plan.
7. Administration.
The Plan shall be administered by the Committee which shall be
composed of not less than three directors of the Company elected or to be
elected as members of the Committee by the Board. None of the Committee
members shall be, during service on the Committee, nor shall have been,
during the one year prior to service on the Committee, granted or awarded
Shares or options to acquire Shares under any other plan maintained by the
Company or any of its affiliates, other than the options pursuant to
Section 9 of the Stanhome Inc. 1991 Stock Option Plan, as amended from time
to time. Members of the Committee shall be subject to any additional
restrictions necessary to satisfy the requirements for disinterested
administration under Rule 16b-3. The Committee shall have the authority to
make such interpretations and constructions of the Plan as are necessary to
administer the Plan in accordance with, and subject to, the Plan's
provisions. All determinations of the Committee shall be made by a
majority of its members either present in person or participating by
conference telephone at a meeting or by unanimous written consent. All
decisions, determinations and interpretations of the Committee shall be
final and binding on all persons, including the Company, the Participant
(or any person claiming any rights under the Plan from or through any
Participant) and any stockholder of the Company.
8. Amendment and Termination of the Plan.
The Board at any time and from time to time may suspend,
terminate, modify or amend the Plan; provided, however, that an amendment
which requires stockholder approval in order for the Plan to continue to
comply with Rule 16b-3 or any other law, regulation or stock exchange
requirement shall not be effective unless approved by the requisite vote of
stockholders of the Company; and provided, further, that the provisions of
Article 4 shall not be amended more than once every six months, other than
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to comport with changes in the Code (or the rules thereunder) or the
Employee Retirement Income Security Act of 1974, as amended (or the rules
thereunder). Except as provided in Article 5 hereof, no suspension,
termination, modification or amendment of the Plan may adversely affect any
grant previously made, unless the written consent of the Participant is
obtained.
9. Governing Law.
The Plan and the rights of all persons claiming hereunder shall
be construed and determined in accordance with the laws of the Commonwealth
of Massachusetts without giving effect to the choice of law principles
thereof, except to the extent that such law is preempted by federal law.
10. Term.
10.1 The Plan shall take effect upon its adoption by the Board, but
the Plan shall be subject to the approval of the holders of a majority of
the Shares present, or represented, and entitled to vote at a meeting of
stockholders of the Company held in accordance with applicable law, which
approval must occur within twelve months of the date the Plan is adopted by
the Board. In no event shall any delivery of Shares be made to any
Participant or any other person under the Plan until such time as the
stockholder approval of the Plan is obtained.
10.2 The Plan shall remain in effect until December 31, 1999, unless
sooner terminated by the Board.
