SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
STANHOME 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 Officer) (Zip Code)
1997 PRESIDENT AND CHIEF EXECUTIVE OFFICER STOCK OPTION PLAN
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(Full Title of Plan)
Bruce H. Wyatt, Secretary
Stanhome 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 Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share Price Fee
- ------------- ------------ ---------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, 100,000 $27.3125 $2,731,250 (1) $805.72
$0.125 Par Value shares
</TABLE>
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(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
options may be exercised.
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) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997; and
(2) 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
Registrations 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.
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
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 Bruce H. Wyatt, General Counsel of the registrant and
its Vice President and Secretary. Currently, Mr. Wyatt directly owns 11,759
shares of the Company's Common Stock of record, has indirect beneficial
ownership of approximately 7,290 shares of the Company's Common Stock owned
of record by his spouse and by trustees under Company-sponsored employee
benefit plans and has been granted options to acquire an additional 68,700
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,
55,950 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
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4.1(1) Restated Articles of Organization, as amended
4.2(2) By-Laws, as amended
4.3(3) Rights Agreement dated as of September 7, 1988 between
Stanhome Inc. and The Connecticut Bank and Trust
Company, N.A., as amended
5 Opinion of Bruce H. Wyatt, Esq.
23.1 Consent of Bruce H. Wyatt, 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 to Form 10-Q for Stanhome Inc. for the
quarter ended March 31, 1988, incorporated by reference herein
2 Filed as Exhibit 3(ii) to Form 10-Q for Stanhome Inc. for the
quarter ended March 31, 1994, incorporated by reference herein
3 Filed as Exhibit 4(a) to Form 10-Q for Stanhome Inc. for the quarter
ended September 30, 1988 and Exhibit 1 to Form 8-K filed with the
Securities and Exchange Commission on October 1, 1990, incorporated
by reference herein
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 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 March 31, 1998.
STANHOME INC.
By: /s/ H.L. Tower
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H.L. Tower
Chairman of the Board, 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 on March 31, 1998. Each person whose signature appears
below hereby authorizes H.L. Tower, Allan G. Keirstead and Bruce H. Wyatt
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/ H. L. Tower Chairman of the Board, President,
- ----------------------------- Chief Executive Officer and Director
H. L. Tower (Principal Executive Officer)
/s/ Allan G. Keirstead Vice Chairman, Executive Vice President,
- ----------------------------- Chief Administrative and Financial
Allan G. Keirstead Officer and Director (Principal
Financial and Accounting Officer)
/s/ John F. Cauley Director
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John F. Cauley
/s/ Charles W. Elliott Director
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Charles W. Elliott
/s/ Eugene Freedman Vice Chairman, Executive Vice President
- ----------------------------- and Director
Eugene Freedman
/s/ Judith R. Haberkorn Director
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Judith R. Haberkorn
/s/ Thomas R. Horton Director
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Thomas R. Horton
/s/ Jeffrey A. Hutsell Vice President and Director
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Jeffrey A. Hutsell
/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
STANHOME INC.
Registration Statement on Form S-8
for the 1997 President and Chief Executive Officer
Stock Option Plan
Exhibit
Number Description Page No.
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4.1 Restated Articles of Organization, as amended --
4.2 By-Laws, as amended --
4.3 Rights Agreement, as amended --
5 Opinion of Bruce H. Wyatt, Esq.
23.1 Consent of Bruce H. Wyatt, Esq. (included --
in his opinion filed as Exhibit 5 hereto)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included on the --
signature page hereof)
Exhibit 5
March 30, 1998
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 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 March 30, 1998 (the "Registration Statement") for
the purpose of registering with the Commission under the Securities Act of
1933, as amended (the "1933 Act"), 100,000 shares (the "Shares") of common
stock of the Company, par value $.125 per share, issuable upon the exercise
of options granted under the 1997 President and Chief Executive Officer
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 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 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
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Bruce H. Wyatt
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 Stanhome 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
Hartford, Connecticut
March 30, 1998
