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 04-1864170
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
225 Windsor Drive, Itasca, Illinois 60143
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(Address of Principal Executive Offices) (Zip Code)
ENESCO GROUP, INC. 1999 NON-EMPLOYEE DIRECTOR STOCK PLAN
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(Full title of the plan)
Peter R. Johnson, Secretary
Enesco Group, Inc., 225 Windsor Drive, Itasca, Illinois 60143
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(Name and address of agent for service)
(630) 875-5300
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(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
offering aggregate
Title of securities Amount to be price offering Amount of
to be registered registered per share price registration fee
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<S> <C> <C> <C> <C>
Common Stock, 100,000 shares (1) $17.125 (2) $1,712,500 (2) $476.08
$0.125 Par Value
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</TABLE>
(1) This registration statement also covers an additional and
indeterminate number of shares as may become issuable because of
the provisions of the Plan relating to adjustments for changes
resulting from stock dividends, stock splits and similar changes.
(2) Estimated solely for the purpose of calculating the registration
fee and, pursuant to Rule 457(h)(1) and Rule 457(c) under the
Securities Act of 1933, based upon the average of the high and low
sale prices of the Common Stock of the Registrant on The New York
Stock Exchange on March 25, 1999.
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, 1998;
(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; and
(3) the description of the Company's Rights contained in its (a)
Registration Statement on Form 8-A, dated September 9, 1998; and (b) any
other registration statement relating to the Company's Rights 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.
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 of
Massachusetts (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.
23.1 Consent of Arthur Andersen LLP
24 Powers of Attorney (included on the signature page hereof)
99.1(4) Enesco Group, Inc. 1999 Non-Employee Director Stock Plan
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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).
(4) Filed as Exhibit 10(h) to Form 10-K for Enesco Group, Inc. for the year
ended December 31, 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 end 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 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 Itasca, State of Illinois, on
March 29, 1999.
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 March 29, 1999. 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
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
Allan G. Keirstead and 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
Eugene Freedman
/s/ Judith R. Haberkorn Director
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Judith R. Haberkorn
/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 Enesco Group, Inc.
1999 Non-Employee Director Stock Plan
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.
23.1 Consent of Arthur Andersen LLP
24 Powers of Attorney (included on the signature page hereof)
99.1(4) Enesco Group, Inc. 1999 Non-Employee Director Stock Plan
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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).
(4) Filed as Exhibit 10(h) to Form 10-K for Enesco Group, Inc. for the year
ended December 31, 1998, incorporated by reference herein
(File No. 0-1349).
Exhibit 23.1
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
18, 1999 incorporated by reference in Enesco Group, Inc.'s Form 10-K for
the year ended December 31, 1998 and to all references to our Firm included
in this registration statement.
/s/ Arthur Andersen LLP
Chicago, Illinois
March 29, 1999
Exhibit 99.1
ENESCO GROUP, INC.
1999 NON-EMPLOYEE DIRECTOR STOCK PLAN
1. Purposes.
The purposes of the Enesco Group, Inc. 1999 Non-Employee Director
Stock Plan are (i) to align the interests of the stockholders of Enesco
Group, Inc. (the "Company") and non-employee members of the Board by
increasing their proprietary interest in the Company's growth and success,
(ii) to advance the interests of the Company by attracting and retaining
non-employee directors and (iii) to motivate non-employee directors to act
in the long-term best interests of the Company's stockholders.
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) "Committee" shall mean the Compensation and Stock Option
Committee of the Board.
(c) "Company" shall mean Enesco Group, Inc., a corporation
organized under the laws of the Commonwealth of Massachusetts, or any
successor corporation.
(d) "Fair Market Value" shall mean the closing transaction price
of a Share as reported in The Wall Street Journal on the New York Stock
Exchange Composite Transactions list for the date as of which such value is
being determined or, if there shall be no reported transaction for such
date or if such date is not a trading day, on the next immediately
preceding date for which a transaction was reported or which was a trading
day; provided, however, that Fair Market Value may be determined by the
Committee by whatever means or method as the Committee, in the good faith
exercise of its discretion, shall at such time deem appropriate.
(e) "Participant" shall mean a non-employee member of the Board.
(f) "Plan" shall mean this 1999 Enesco Group, Inc. Non-Employee
Director Stock Plan, as amended from time to time.
(g) "Plan Year" shall mean the calendar year.
(h) "Shares" shall mean the common stock of the Company, par value
$0.125 per share.
3. Available Shares.
The number of Shares reserved for the grant of Shares under the
Plan shall be one hundred thousand (100,000) Shares, subject to adjustment
as provided in Article 5 hereof. Such Shares shall be authorized and issued
Shares that have been reacquired by the Company.
4. Grants of Shares.
An individual who is a Participant on the day following the Annual
meeting of the stockholders of the Company during a Plan Year, commencing
in 1999, shall receive on such day and for such Plan Year a grant of a
number of Shares, increased to the nearest whole share, having an aggregate
Fair Market Value equal to the dollar amount designated by the Board from
time to time for purposes of this Plan as part of the Board remuneration
policy of the Company. an individual who becomes a Participant at any later
time during a Plan Year shall receive a prorated grant of Shares for that
Plan Year in which he or she becomes a Participant.
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 stock, or other similar
transaction, the number and kind of securities available for grant shall be
equitably adjusted by the committee to reflect such event.
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, provided, however, that each Participant shall be entitled to
fees for meetings attended, in accordance with the Board remuneration
policy of the Company.
7. Administration
The Plan shall be administered by the Committee which shall be
composed of not less than three directors of the Company elected as members
of the Committee by the Board. 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 comply with
any law, regulation or stock exchange requirement shall not be effective
unless approved by the requisite vote of stockholders of the Company.
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.
The Plan shall take effect upon its adoption by the Board, and
shall remain in effect until terminated by the Board.
