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Registration No. 333-____________
___________________________________________________________________________
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
____________________________________________
1996 STOCK OPTION 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 12,000 $29.625 $355,500 $122.59
$0.125 Shares
Par Value
295,880 $29.50 $8,728,460 $3,009.81
Shares
1,192,120 $25.75<F2> $30,697,090 $10,585.20
Shares
____________________________________________________________________
Total 1,500,000 $39,781,050 $13,717.60
Shares
____________________________________________________________________
____________________________________________________________________
<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 in accordance with Rule 457(c) and (h) solely for purposes
of calculating the registration fee, based on the average of the high and
low prices of the securities to be registered as reported on the New York
Stock Exchange Composite Tape on September 3, 1996.
</TABLE>
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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, as amended by Form 10-K/A (Amendment
No. 1), for the fiscal year ended December 31, 1995;
(2) Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 1996 and June 30, 1996;
(3) The description of the Company's Common Stock contained in its
(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
(4) 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.
An opinion concerning the legality of the securities being registered
has been rendered by Bruce H. Wyatt, General Counsel of the registrant and
its Vice President, Clerk and Secretary. Currently, Mr. Wyatt directly owns
7,934 shares of the Company's Common Stock, has indirect beneficial
ownership of approximately 7,050 shares of the Company's Common Stock owned
by his spouse and by trustees under Company-sponsored employee benefit
plans, and has been granted options to acquire an additional 72,700 shares
of such stock by the Company's Compensation and Stock Option Committee at
prices ranging from $11.125 to $35.50 per share, 44,450 of which are
exercisable as of September 4, 1996.
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
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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
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).
5 and 23(i) Opinion and Consent of Bruce H. Wyatt.
23(ii) Consent of Arthur Andersen LLP.
24 Powers of Attorney (included on the signature page).
99* 1996 Stock Option Plan, as amended (Exhibit 10 to Form 10-Q
filed for the quarter ended June 30, 1996).
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.
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(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 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 September 4, 1996.
STANHOME INC.
(Registrant)
By:/s/G. William Seawright
G. William Seawright
President and Chief Executive
Officer
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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 any post-effective amendments thereto, 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 September 4, 1996
H.L. Tower
/s/John F. Cauley, Jr. Director September 4, 1996
John F. Cauley, Jr.
/s/Janet M. Clarke Director September 4, 1996
Janet M. Clarke
/s/Charles W. Elliott Director September 4, 1996
Charles W. Elliott
/s/Judith R. Haberkorn Director September 4, 1996
Judith R. Haberkorn
/s/Thomas R. Horton Director September 4, 1996
Thomas R. Horton
/s/Allan G. Keirstead Director, Executive Vice September 4, 1996
Allan G. Keirstead President, Chief
Administrative & Financial
Officer and Controller
/s/Homer G. Perkins Director September 4, 1996
Homer G. Perkins
/s/G. William Seawright Director, President and September 4, 1996
G. William Seawright Chief Executive Officer
/s/Anne-Lee Verville Director September 4, 1996
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).
5 and 23(i) Opinion and Consent of Bruce H. Wyatt.
23(ii) Consent of Arthur Andersen LLP.
24 Powers of Attorney (included on the signature page).
99* 1996 Stock Option Plan, as amended (Exhibit 10 to Form 10-Q
filed for the quarter ended June 30, 1996).
____________________________
*Incorporated By Reference
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EXHIBITS 5 AND 23(i)
September 4, 1996
Stanhome Inc.
333 Western Avenue
Westfield, MA 01085
Re: Stanhome Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
I am the Vice President, Secretary, Clerk and General Counsel of
Stanhome Inc., a Massachusetts corporation (the "Company"), and am issuing
this opinion in connection with the Registration Statement on Form S-8
being filed by the Company with the Securities and Exchange Commission (the
"Commission") on or about September 6, 1996 (the "Registration Statement")
for the purpose of registering with the Commission under the Securities Act
of 1933, as amended (the "1933 Act"), 1,500,000 shares (the "Shares") of
common stock of the Company, par value $.125 per share, issuable upon the
exercise of options granted under the Company's 1996 Stock Option Plan (the
"Plan").
In this connection, I have examined and am familiar with originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement, (ii) the Plan, (iii) the Restated Articles of
Organization and the By-laws of the Company, as amended, each as currently
in effect, and (iv) certain resolutions adopted by the Board of Directors
of the Company relating to the Plan and certain other related matters, and
such other documents, certificates and records as I have deemed necessary
or appropriate as a basis for the opinions set forth herein. In such
examination, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to
me as originals, the conformity to original documents of all documents
submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. As to any facts material to
the opinions expressed herein which I have not independently established or
verified, I have relied upon statements and representations of other
officers and representatives of the Company and others regarding, among
other things, the compliance with all provisions of the Plan, including
that the price of the Shares will be not less than the par value thereof.
I am admitted to the Bar of the Commonwealth of Massachusetts and do
not purport to be an expert on, or express any opinion concerning, any law
other that the substantive law of the Commonwealth of Massachusetts.
Based upon and subject the foregoing, I am of the opinion that the
Shares have been duly authorized for issuance and, when the Shares have
been paid for and certificates therefor have been issued and delivered upon
exercise of options in accordance with the terms of the Plan as
contemplated by the Registration Statement, the Shares will be validly
issued, fully paid and nonassessable.
<PAGE>
September 4, 1996
Page Two
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit
that I am in the category of persons whose consent is required under
Section 7 of the 1933 Act or the rules and regulations of the Commission
promulgated thereunder.
This opinion is furnished by me, as counsel to the Company, in
connection with the filing of the Registration Statement and, except as
provided in the immediately preceding paragraph, is not to be used,
circulated or quoted for any other purpose or otherwise referred to or
relied upon by any other person without the express written permission of
the Company.
Very truly yours,
/s/Bruce H. Wyatt
Bruce H. Wyatt
General Counsel
<PAGE> EXHIBIT 23(ii)
ARTHUR ANDERSEN LLP
LETTERHEAD
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
22, 1996 included in Stanhome Inc.'s Form 10-K for the year ended December
31, 1995 and to all references to our Firm included in this registration
statement.
/s/Arthur Andersen LLP
Hartford, Connecticut
September 4, 1996
