<PAGE>
As filed with the Securities and Exchange Commission on June 23, 1999
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
USA DETERGENTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-2935430
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
1735 JERSEY AVENUE
NORTH BRUNSWICK, NEW JERSEY 08902
(732) 828-1800
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
USA DETERGENTS, INC.
1995 STOCK OPTION PLAN
(Full title of the plan)
---------------
RICHARD D. COSLOW
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
USA DETERGENTS, INC.
1735 JERSEY AVENUE
NORTH BRUNSWICK, NEW JERSEY 09802
(732) 828-1800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
Copies of all communications, including all communications sent to the agent
for service, should be sent to:
SHELDON G. NUSSBAUM, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) SHARE(2) PRICE (3) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK,
$.01 PAR VALUE 250,000 SHARES $5.21875 $1,304,687.50 $362.70
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) PLUS SUCH ADDITIONAL NUMBER OF SHARES AS MAY BE REQUIRED PURSUANT TO THE
USA DETERGENTS, INC. 1995 STOCK OPTION PLAN (THE "PLAN") IN THE EVENT OF
A STOCK DIVIDEND, RECAPITALIZATION OR OTHER SIMILAR CHANGE IN THE COMMON
STOCK.
(2) CALCULATED BY DIVIDING THE PROPOSED MAXIMUM AGGREGATE OFFERING PRICE BY
THE AMOUNT TO BE REGISTERED.
(3) ESTIMATED IN ACCORDANCE WITH RULE 457(H)(1) UNDER THE SECURITIES ACT OF
1933, AS AMENDED, SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION
FEE AND IS THE PRODUCT RESULTING FROM MULTIPLYING 250,000, THE NUMBER OF
SHARES REGISTERED BY THIS REGISTRATION STATEMENT AS TO WHICH OPTIONS MAY
BE GRANTED UNDER THE PLAN, BY $5.21875, THE AVERAGE OF THE HIGH AND LOW
PRICES OF THE COMMON STOCK AS REPORTED ON THE NASDAQ NATIONAL MARKET ON
JUNE 22, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8
(Registration No. 33-98988) of USA Detergents, Inc. (the "Company"), as filed
with the Securities and Exchange Commission (the "Commission") on November 3,
1995 and the Company's Registration Statement on Form S-8 (Registration No.
333-63177), as filed with the Commission on September 10, 1998 are incorporated
herein by reference.
<PAGE>
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 New York, State of New York on June 23, 1999.
USA DETERGENTS, INC.
By: /s/ Uri Evan
----------------------------------
Uri Evan
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below and on the following page constitutes and appoints each
of Uri Evan and Richard D. Coslow as his true and lawful attorney-in-fact and
agent, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, including post-effective
amendments, and to file the same, with all exhibits thereto, and all documents
in connection therewith, with the Securities and Exchange Commission, granting
unto each 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 fully to all intents and purposes as he might or could do
in person, and hereby ratifies and confirms all that any said attorney-in-fact
and agent, each acting alone, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Uri Evan Chairman of the Board June 23, 1999
- ------------------------------- of Directors, Chief
Uri Evan Executive Officer
and Director (principal
executive officer)
/s/ Richard D. Coslow Executive Vice President, June 23, 1999
- ------------------------------- Chief Financial Officer
Richard D. Coslow and Treasurer
(principal financial and
accounting officer)
/s/ Daniel Bergman Vice President, Secretary June 23, 1999
- ------------------------------- and Director
Daniel Bergman
/s/ Richard A. Mandell Director June 23, 1999
- -------------------------------
Richard A. Mandell
/s/ Christopher D. Illick Director June 23, 1999
- -------------------------------
Christopher D. Illick
/s/ Frederick R. Adler Director June 23, 1999
- -------------------------------
Frederick R. Adler
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ---------- -----------
<S> <C> <C>
4(a)* -- USA Detergents, Inc. 1995 Stock Option Plan
4(b)** -- Form of Stock Option Agreement
4(c) -- Amendment to USA Detergents, Inc. 1995 Stock Option Plan
5 -- Opinion of Fulbright & Jaworski L.L.P.
23.1 -- Consent of Deloitte & Touche L.L.P.
23.2 -- Consent of Fulbright & Jaworski L.L.P.
(included in Exhibit 5)
24 -- Power of Attorney (included in signature page)
</TABLE>
- ---------------------
* Incorporated by reference from the Registration Statement on Form S-8
(No.33-98988) of USA Detergents, Inc., previously filed with the Securities
and Exchange Commission on November 3, 1995.
** Incorporated by reference from the Registration Statement on Form S-8
(No. 333-63177) of USA Detergents, Inc., previously filed with the
Securities and Exchange Commission on September 10, 1998.
<PAGE>
EXHIBIT 4(c)
AMENDMENT NO. 2 TO USA DETERGENTS, INC. 1995 STOCK OPTION PLAN
The USA Detergents, Inc. 1995 Stock Option Plan (the "Plan") is hereby amended
in the following respect:
The first sentence of Section 2 of the Plan is hereby amended to read
as follows:
"2. Stock Subject to the Plan. The Company may issue
and sell a total of 1,250,000 shares of its common stock,
$.01 par value (the "Common Stock"), pursuant to the Plan."
<PAGE>
EXHIBIT 5
June 23, 1999
USA Detergents, Inc.
1735 Jersey Avenue
North Brunswick, New Jersey 09802
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), on
behalf of USA Detergents, Inc. (the "Company"), relating to an additional
250,000 shares of the Company's Common Stock, $.01 par value per share (the
"Shares"), to be issued under the USA Detergents, Inc. 1995 Stock Option Plan
(the "Plan").
As counsel for the Company, we have examined such corporate records,
other documents, and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Shares
pursuant to the Plan and that the Shares being registered pursuant to the
Registration Statement, when issued and paid for under the Plan in accordance
with the terms of the Plan, will be duly authorized, validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Interests of Named Experts and Counsel" in the Registration Statement, which is
incorporated by reference from the Company's Registration Statement on Form S-8
(Registration No. 33-98988) filed with the Commission on November 3, 1995. This
consent is not be construed as an admission that we are a person whose consent
is required to be filed with the Registration Statement under the provisions of
the Act.
Very truly yours,
/s/ FULBRIGHT & JAWORSKI L.L.P.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
USA Detergents, Inc. on Form S-8 of our report dated March 9, 1999 appearing in
the Annual Report on Form 10-K of USA Detergents, Inc. for the year ended
December 31, 1998.
/s/ Deloitte & Touche LLP
New York, New York
June 18, 1999
