As filed with the Securities and Exchange Commission on March 28,
1997
Registration No. 33-_______
________________________________________________________________
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
U.S. INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3369326
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
101 Wood Avenue South
Iselin, New Jersey 08830
(Address of principal executive offices) (Zip code)
U.S. Industries, Inc. 1997 Restricted Stock Plan
(Full title of the plan)
George H. MacLean, Esq.
Senior Vice President, General Counsel
and Secretary
101 Wood Avenue South-6th Floor
Iselin, New Jersey 08830
(908) 767-0700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
________________________________________________________________
Title Proposed Proposed
of maximum maximum
securities Amount offering aggregate Amount of
be to be price offering registration
registered registered per share(1) price fee
________________________________________________________________
Common Stock,
par value
$.01 per
share 350,000 shares 37.25 $13,037,500 $3,950.76
________________________________________________________________
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) and (c).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed with the Securities and
Exchange Commission by U.S. Industries, Inc., a Delaware
corporation (the "Company"), are incorporated herein by
reference:
(1) the Company's Annual Report on Form 10-K for the
fiscal year ended September 28, 1996;
(2) the Company's Quarterly Report on Form 10-Q for
the quarter ended December 28, 1996; and
(3) the description of the Company's Common Stock, par
value $0.01 per share, incorporated by reference from the
Company's Information Statement on Form 10, filed with the
Securities and Exchange Commission on April 21, 1995,
pursuant to Section 12 of the Securities and Exchange Act of
1934, as amended.
The Company's Reports on Form 8-K filed December 16, 1996
and March 19, 1997, the Company's Proxy Statement pursuant to
Section 14(a) of the Securities Exchange Act of 1934, as amended,
filed December 16, 1996 and all documents subsequently filed by
the Company pursuant to Section 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing
of a post-effective amendment which indicates that all securities
offered 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 part thereof from the
date of filing such documents.
Any statement in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for the purposes of this Registration Statement to
the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company is incorporated in Delaware. Under Section 145
of the General Corporation Law of the State of Delaware, a
Delaware corporation has the power, under specified
circumstances, to indemnify its directors, officers, employees
and agents in connection with actions, suits or proceedings
brought against them by a third party or in the right of the
corporation, by reason of the fact that they were or are such
directors, officers, employees or agents, against expenses
incurred in any action, suit or proceeding. Article XIV of the
Company's By-Laws provides for indemnification of directors and
officers to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as amended from time to
time.
Section 102(b)(7) of the General Corporation Law of the
State of Delaware provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director
provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
(relating to liability for unauthorized acquisitions or
redemptions of, or dividends on, capital stock) of the General
Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal
benefit. Article VII of the Company's Certificate of
Incorporation contains such a provision.
The Company's By-Laws authorize the Company to purchase
insurance for directors, officers and employees of the Company,
and persons who serve at the request of the Company as directors,
officers, members, employees, fiduciaries or agents of other
enterprises against any expense, liability or loss incurred in
such capacity, whether or not the Company would have the power to
indemnify such persons against such expense or liability under
the By-Laws. The Company intends to maintain insurance coverage
for its directors and officers under a directors and officer's
liability insurance policy as well as coverage to reimburse the
Company for potential costs of its indemnification of directors
and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Form of amended and restated Certificate of
Incorporation of the Company. Incorporated by
reference to Exhibit 3.1(a) of the Company's
Registration Statement on Form 10, Registration No.
1-13736, filed with the Securities and Exchange
Commission on April 20, 1995.
4.2 Amended and Restated By-laws of the Company.
Incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form 10,
Registration No. 1-13736, filed with the Securities
and Exchange Commission on April 20, 1995.
4.3 U.S. Industries, Inc. 1997 Restricted Stock Plan.
4.4 Specimen certificate for Common Stock of U.S.
Industries, Inc. Incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement
on Form 10, Registration No. 1-13736, filed with the
Securities and Exchange Commission on April 20,
1995.
5 Opinion of Weil, Gotshal & Manges LLP.
23.01 Consent of Ernst & Young LLP.
23.02 Consent of Price Waterhouse LLP.
23.03 Consent of Deloitte & Touche LLP.
23.04 Consent of Weil, Gotshal & Manges LLP (included in
Exhibit 5).
24 Power of Attorney.
Item 9. Undertakings.
(a) 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 of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% 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 in the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) of this section 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 Securities and Exchange
Commission by the registrant pursuant to Section 13
or Section 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 the 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.
(b) 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 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.
(h) 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by
the final adjudication of such issue.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Iselin, State of New
Jersey, on March 26, 1997.
U.S. Industries, Inc.
By: /s/ George H. MacLean
George H. MacLean
Senior Vice President,
General Counsel and Secretary
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by
the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/ David H. Clarke Chairman of the Board, March 26, 1997
David H. Clarke Chief Executive Officer
and Director (Principal
Executive Officer)
/s/ John G. Raos President, Chief March 26, 1997
John G. Raos Operating Officer
and Director
/s/ Frank R. Reilly Chief Financial March 26, 1997
Frank R. Reilly Officer and Director
(Principal Financial
Officer)
/s/ James O'Leary Vice President- March 26, 1997
James O'Leary Corporate Controller
(Principal Accounting
Officer)
/s/ Brian C. Beazer Director March 26, 1997
* Brian C. Beazer
/s/ Mark Vorder Breugge Director March 26, 1997
Mark Vorder Breugge
/s/ John J. McAtee, Jr. Director March 26, 1997
* John J. McAtee, Jr.
/s/ The Hon. Charles
H. Price II* Director March 26, 1997
* The Hon. Charles H. Price II
/s/ Sir Harry Solomon* Director March 26, 1997
* Sir Harry Solomon
/s/ Royall Victor III* Director March 26, 1997
* Royal Victor III
* By George H. MacLean
Attorney-in-fact
/s/ George H. MacLean
George H. MacLean
<PAGE>
Exhibit Index
Exhibit Document
No.
4.1 Form of amended and restated Certificate of Incorporation
of the Company. Incorporated by reference to Exhibit
3.1(a) of the Company's Registration Statement on Form
10, Registration No. 1-13736, filed with the Securities
and Exchange Commission on April 20, 1995.
4.2 Amended and Restated By Laws of the Company.
Incorporated by reference to Exhibit 3.2 of the Company's
Registration Statement on Form 10, Registration No. 1-
13736, filed with the Securities and Exchange Commission
on April 20, 1995.
4.3 U.S. Industries, Inc. 1997 Restricted Stock Plan.
4.4 Specimen certificate for Common Stock of U.S. Industries,
Inc. Incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form 10, Registration
No. 1-13736, filed with the Securities and Exchange
Commission on April 20, 1995.
5 Opinion of Weil, Gotshal & Manges LLP.
23.01 Consent of Ernst & Young LLP.
23.02 Consent of Price Waterhouse LLP.
23.03 Consent of Deloitte & Touche LLP.
23.04 Consent of Weil, Gotshal & Manges LLP (included in
Exhibit 5).
24 Power of Attorney.
<PAGE>
Exhibit 5
March 28, 1997
U.S. Industries, Inc.
101 Wood Avenue South
Iselin, New Jersey 08830
Ladies and Gentlemen:
We have acted as counsel to U.S. Industries, Inc., a
Delaware corporation (the "Company"), in connection with the
authorization of the filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the
"Registration Statement") of the Company for registration under
the Securities Act of 1933, as amended, of the issuance of up to
350,000 shares (the "Restricted Shares") of the Company's Common
Stock, par value $0.01 per share, pursuant to the Company's 1997
Restricted Stock Plan (the "Restricted Stock Plan").
In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the
Registration Statement, the Restricted Stock Plan and such
corporate records, agreements, documents and other instruments,
and such certificates or comparable documents of public officials
and of officers and representatives of the Company, and have made
such inquiries relevant and necessary as a basis for the opinion
hereinafter set forth.
In such examination, we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified, conformed or photostatic copies and the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to
all questions of fact material to this opinion that have not been
independently established, we have relied upon certificates or
comparable documents of officers and representatives of the
Company.
Based on the foregoing, and subject to the
qualifications stated herein, we are of the opinion that the
Restricted Shares have been duly authorized and, when and to the
extent issued pursuant to the Restricted Stock Plan, will be
validly issued, fully paid and non-assessable and free of
preemptive rights pursuant to law or the Company's Certificate of
Incorporation.
The opinion expressed herein is limited to the
corporate laws of the State of Delaware and the federal laws of
the United States, and we express no opinion as to the effect on
the matters covered by this opinion of the laws of any other
jurisdiction.
We consent to the use of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
Weil, Gotshal & Manges LLP<PAGE>
Exhibit 23.01
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement on Form S-8, pertaining to the U.S.
Industries, Inc. 1997 Restricted Stock Plan, of our report dated
November 11, 1996, with respect to the consolidated financial
statements and schedule of U.S. Industries, Inc. included in its
Annual Report on Form 10-K for the year ended September 30, 1996,
filed with the Securities and Exchange Commission.
Ernst & Young LLP
New York, New York
March 27, 1997
<PAGE>
Exhibit 23.02
CONSENT OF PRICE WATERHOUSE LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated November
11, 1996, which appears on page 27 of the U.S. Industries, Inc.
Annual Report on Form 10-K for the year ended September 30, 1996.
Price Waterhouse LLP
Morristown, New Jersey
March 28, 1997
<PAGE>
Exhibit 23.03
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February
21, 1995 to the combined financial statements and schedule of the
U.S. Industries Automotive Group Companies (not presented
separately) appearing in U.S. Industries, Inc.'s Annual Report on
Form 10-K for the fiscal year ended September 28, 1996.
Deloitte & Touche LLP
New York, New York
March 28, 1997<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints George H.
MacLean, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, to act, for him
and in his name, place, and stead, in any and all capacities, to
sign a Registration Statement on Form S-8 of U.S. Industries,
Inc. and any or all amendments (including post-effective
amendments) thereto, relating to the registration, under the
Securities Act of 1933, as amended, of shares of Common Stock of
the Company to be issued pursuant to the U.S. Industries, Inc.
1997 Restricted Stock Plan, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent 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 full to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, his
substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
March 17, 1997
/s/ Brian C. Beazer
Brian C. Beazer
/s/ Mark Vorder Bruegge
Mark Vorder Bruegge
/s/ John J. McAtee, Jr.
John J. McAtee, Jr.
/s/ The Hon. Charles H.
Price II
The Hon. Charles H.
Price II
/s/ Sir Harry Solomon
Sir Harry Solomon
/s/ Royall Victor III
Royall Victor III
