AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON DECEMBER ___, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
ENESCO GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
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(State or Other Jurisdiction of Incorporation or Organization)
04-1864170
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(I.R.S. Employer Identification No.)
333 Western Avenue, Westfield, Massachusetts 01085
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(Address of Principal Executive Offices) (Zip Code)
1998 CHAIRMAN STOCK OPTION PLAN
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(Full Title of Plan)
Peter R. Johnson, Secretary
Enesco Group, Inc.
333 Western Avenue
Westfield, Massachusetts 01085
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(Name and Address of Agent for Service)
(413) 562-3631
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(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Title of Amount to Proposed Maximum Proposed Maximum Amount of
Securities to be be Offering Price Per Aggregate Offering Registration
Registered Registered Share Price Fee
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 14,000 $25.8125 $361,375 (1) $100.46
$0.125 Par Value shares
- -------------------------------------------------------------------------------------------
</TABLE>
(1) As set forth in Rule 457(h)(1) under the Securities Act of 1933, as
amended (the "Securities Act"), based on the price at which the Common
Stock covered by the option may be purchased.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Enesco Group, Inc. (the "Company")
with the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated by reference
herein (File No. 0-1349):
(1) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997; and
(2) the description of the Company's Common Stock contained in its
(a) Registration Statement 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) Registration Statements 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) Registration Statement on Form 8-A, dated
September 9, 1998; and (d) any other registration statement relating to the
Company's Common Stock under Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating the description of
such class of securities.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof 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 Peter R. Johnson, General Counsel of the Company and
its Vice President and Secretary. Currently, Mr. Johnson directly owns 0
shares of the Company's Common Stock of record, has indirect beneficial
ownership of approximately 1,142 shares of the Company's Common Stock owned
of record by trustees under Company-sponsored employee benefit plans and
has been granted options to acquire an additional 25,700 shares of such
stock by the Company's Compensation and Stock Option Committee at prices
ranging from $27.00 per share to $35.50 per share, 15,600 of which are
exercisable as of the date hereof.
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
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.
Exhibit
Number Description
- ------- -----------
4.1(1) Restated Articles of Organization, as amended
4.2(2) By-Laws, as amended
4.3(3) Renewed Rights Agreement dated as of July 22, 1998 between
Enesco Group, Inc. and ChaseMellon Shareholder Services, L.L.C.
5 Opinion of Peter R. Johnson, Esq.
23.1 Consent of Peter R. Johnson, Esq. (included in his opinion
filed as Exhibit 5 hereto)
23.2 Consent of Arthur Andersen LLP
24 Powers of Attorney (included on the signature page hereof)
- -------------------------
(1) Filed as Exhibit 3(a) to Form 10-Q for Enesco Group, Inc. for the
quarter ended March 31, 1998, incorporated by reference herein (File No.
0-1349).
(2) Filed as Exhibit 3(b) to Form 10-Q for Enesco Group, Inc. for the
quarter ended March 31, 1998, incorporated by reference herein (File No.
0-1349).
(3) Filed as Exhibit 4 to Form 8-K for Enesco Group, Inc. on July 23,
1998, incorporated by reference herein (File No. 0-1349).
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;
(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 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(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 set forth in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Commission by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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.
The undersigned Registrant hereby undertakes 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 1934) that is incorporated by reference in
this 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 of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described
under Item 6 above, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Ex change 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 Itasca, State of Illinois, on
December 2, 1998.
ENESCO GROUP, INC.
By: /s/ Jeffrey A. Hutsell
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Jeffrey A. Hutsell
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of December 2, 1998. Each person whose signature
appears below hereby authorizes Jeffrey A. Hutsell, Allan G. Keirstead and
Peter R. Johnson and each of them, with full power of substitution, to
execute in the name and on behalf of such person any amendment (including
any post-effective amendment) to this Registration Statement and to file
the same, with exhibits thereto, and other documents in connection
therewith, making such changes in this Registration Statement as the
person(s) so acting deems appropriate, and appoints each of such persons,
each with full power of substitution, attorney-in-fact to sign any
amendment (including any post-effective amendment) to this Registration
Statement and to file same, with exhibits thereto, and other documents in
connection therewith.
Signature Title
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/s/ John F. Cauley Chairman of the Board and Director
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John F. Cauley
/s/ Jeffrey A. Hutsell President, Chief Executive Officer and
- -------------------------- Director (Principal Executive Officer)
Jeffrey A. Hutsell
/s/ Allan G. Keirstead Executive Vice President, Chief
- ------------------------- Administrative and Financial Officer and
Allan G. Keirstead Director (Principal Financial and
Accounting Officer)
/s/ H. L. Tower Director
- --------------------------
H. L. Tower
/s/ Charles W. Elliott Director
- --------------------------
Charles W. Elliott
/s/ Eugene Freedman Founding Chairman and Director
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Eugene Freedman
/s/ Judith R. Haberkorn Director
- --------------------------
Judith R. Haberkorn
/s/ Thomas R. Horton Director
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Thomas R. Horton
/s/ Homer G. Perkins Director
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Homer G. Perkins
/s/ Anne-Lee Verville Director
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Anne-Lee Verville
EXHIBIT INDEX
ENESCO GROUP, INC.
Registration Statement on Form S-8
for the 1998 Chairman Stock Option Plan
Exhibit
Number Description
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4.1(1) Restated Articles of Organization, as amended
4.2(2) By-Laws, as amended
4.3(3) Renewed Rights Agreement dated as of July 22, 1998 between
Enesco Group, Inc. and ChaseMellon Shareholder Services, L.L.C.
5 Opinion of Peter R. Johnson, Esq.
23.1 Consent of Peter R. Johnson, Esq. (included in his opinion
filed as Exhibit 5 hereto)
23.2 Consent of Arthur Andersen LLP
24 Powers of Attorney (included on the signature page hereof)
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(1) Filed as Exhibit 3(a) to Form 10-Q for Enesco Group, Inc. for the
quarter ended March 31, 1998, incorporated by reference herein (File No.
0-1349).
(2) Filed as Exhibit 3(b) to Form 10-Q for Enesco Group, Inc. for the
quarter ended March 31, 1998, incorporated by reference herein (File No.
0-1349).
(3) Filed as Exhibit 4 to Form 8-K for Enesco Group, Inc. on July 23,
1998, incorporated by reference herein (File No. 0-1349).
Exhibit 5
December 2, 1998
Enesco Group, Inc.
333 Western Avenue
Westfield, MA 01085
RE: Enesco Group, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
I am the Vice President, Secretary and General Counsel of Enesco
Group, 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 December 2, 1998 (the "Registration Statement")
for the purpose of registering with the Commission under the Securities Act
of 1933, as amended (the "1933 Act"), 14,000 shares (the "Shares") of
common stock of the Company, par value $.125 per share, issuable upon the
exercise of options granted under the 1998 Chairman 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.
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 than the substantive law of the Commonwealth of Massachusetts.
Based upon and subject to the foregoing, I am of the opinion that: (1)
the Company is duly incorporated and validly existing under the laws of the
Commonwealth of Massachusetts; and (2) 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.
I do not find it necessary for the purposes of this opinion letter to
cover, and accordingly I express no opinion as to the application of, the
securities or blue sky laws of the various states to the sale of the
Shares. I assume no obligation to update or supplement this opinion letter
to reflect any facts or circumstances which may hereafter come to my
attention with respect to the opinions expressed above, including any
change in applicable law.
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.
Very truly yours,
/s/ Peter R. Johnson
-------------------------
Peter R. Johnson
General Counsel
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February
23, 1998 included in Enesco Group, Inc.'s Form 10-K for the year ended
December 31, 1997 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Chicago, Illinois
December 2, 1998
