<PAGE>
0197998.02
As filed with the Securities and Exchange Commission on July 9, 1996
Registration No. 333-_________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
TODHUNTER INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
STATE OF DELAWARE 59-1284057
- ---------------------------- ---------------------------------
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or
Organization)
222 Lakeview Avenue, Suite 1500
West Palm Beach, Florida 33401
(Address of Principal Executive Offices) (Zip Code)
TODHUNTER INTERNATIONAL, INC.
1992 EMPLOYEE STOCK OPTION PLAN, AS AMENDED
-------------------------------------------
(Full Title of the Plan)
<TABLE>
<S> <C>
Copies To:
Joseph A. Loveland, Jr., Esq., General Counsel Michael V. Mitrione, Esq.
Todhunter International, Inc. Gunster, Yoakley, Valdes-Fauli & Stewart, P.A.
222 Lakeview Avenue, Ste. 1500 777 South Flagler Drive, Suite 500 East
West Palm Beach, Florida 33401 West Palm Beach, Florida 33401
- --------------------------------------- (561) 655-1980
(Name and Address of Agent for Service)
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Share(1) Aggregate Offering Price(1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 shares $9.00 $9,000,000 $3,103.45
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(h), based upon the average of the high and
low prices for the Common Stock in accordance with Rule 17 C.F.R. Section 457(h)
and (c).
1
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Todhunter
International, Inc. (the "Company") relating to an additional 1,000,000 shares
of the Company's Common Stock, $.01 par value, issuable upon exercise of stock
options granted to optionees pursuant to the Todhunter International, Inc. 1992
Stock Option Plan, As Amended (the "Plan") and consists of only those items
required by General Instruction E to Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to General Instruction E to Form S-8, Part I is not filed as part
of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8, the contents of the
Company's Registration Statement on Form S-8 (Registration No. 33-73018), filed
with the Securities and Exchange Commission, are incorporated by reference into
this Registration Statement.
For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. 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 8. EXHIBITS.
Pursuant to General Instruction E to Form S-8, only the following exhibits
are required.
5.1 Opinion of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. regarding
the legality of the securities being offered hereby
23.1 Consent of McGladrey & Pullen, LLP
23.2 Consent of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. (contained
in Exhibit 5.1)
2
<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 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 West Palm Beach, State of Florida,
on the 1st day of July, 1996.
TODHUNTER INTERNATIONAL, INC.
By: /s/ A. Kenneth Pincourt, Jr.
------------------------------------------
A. Kenneth Pincourt, Jr.
Chairman 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 and on the dates indicated:
Signature Title Date
/s/ A. Kenneth Pincourt, Jr. Chairman of the Board and Chief July 1, 1996
- ----------------------------- Executive Officer (Principal
A. Kenneth Pincourt, Jr. Executive Officer)
/s/ Jay S. Maltby President, Chief Operating Officer July 1, 1996
- ----------------------------- and Director
Jay S. Maltby
/s/ Troy Edwards Treasurer, Controller, Assistant July 1, 1996
- ----------------------------- Secretary and Chief Financial
Troy Edwards Officer (Principal Financial Officer
and Principal Accounting Officer)
/s/ Arnold R. Beinstein Director July 1, 1996
- -----------------------------
Arnold R. Beinstein
/s/ Joseph A. Loveland, Jr. Director July 1, 1996
- -----------------------------
Joseph A. Loveland, Jr.
/s/ D. Chris Mitchell Director July 1, 1996
- -----------------------------
D. Chris Mitchell
Director July 1, 1996
- -----------------------------
Leonard G. Rogers
Director July 1, 1996
- -----------------------------
W. Gregory Robertson
3
<PAGE>
EXHIBIT INDEX
Exhibit Number Page Number
- -------------- -----------
5.1 Opinion of Gunster, Yoakley, Valdes-Fauli & 5
Stewart, P.A. regarding the legality of the
securities being offered hereby
23.1 Consent of McGladrey & Pullen, LLP 8
23.2 Consent of Gunster, Yoakley, Valdes-Fauli & 5
Stewart, P.A. (contained in Exhibit 5.1)
4
<PAGE>
[Letterhead of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A.]
13852.09000
(561) 650-0553
July 8, 1996
Todhunter International, Inc.
222 Lakeview Avenue, Suite 1500
West Palm Beach, Florida 33401
Ladies and Gentlemen:
We have acted as legal counsel for Todhunter International, Inc. (the
"Company"), a corporation organized under the laws of the State of Delaware,
with respect to the Company's Form S-8 Registration Statement (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission on or about July 8, 1996, in connection with the registration under
the Securities Act of 1933, as amended, by the Company of 1,000,000 shares of
common stock, par value $.01 per share (the "Common Stock"), issuable under the
Todhunter International, Inc. 1992 Employee Stock Option Plan, As Amended (the
"Plan").
As legal counsel for the Company, we have examined the corporate
proceedings relating to the Plan and such other legal matters as we deemed
appropriate for the purposes of rendering this opinion.
We have assumed the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such copies. We have assumed that all signatories were and are legally
competent to execute and deliver the documents executed by each of them.
Based upon and subject to the foregoing, and in reliance thereon, and
subject to the qualifications hereinafter expressed, we are of the opinion that
the shares of Common Stock to be issued under the Plan have been duly and
validly authorized for issuance and, when issued in accordance with the terms of
the Plan, will be validly issued, fully paid, and nonassessable.
<PAGE>
Todhunter International, Inc.
July 8, 1996
Page 2
We are members of the Bar of the State of Florida and do not herein express
any opinion as to matters governed by the laws of any jurisdiction other than
the internal laws of the State of Florida and the General Corporation Law of the
State of Delaware (without reference to the choice-of-law or conflict-of-law
provisions, principles or decisions under Florida or Delaware law, or under any
other state, federal or foreign law), and we have assumed compliance with all
other laws, including, without limitation, federal, foreign and other states'
laws.
Our opinions are limited to the specific issues addressed and are limited
in all respects to laws and facts existing on the date hereof. By rendering our
opinion letter, we do not undertake to advise you of any changes in such laws or
facts which may occur or come to our attention after the date hereof.
We hereby consent to the inclusion of this opinion letter as part of the
Registration Statement. The foregoing opinions are furnished to you at your
request, are solely for your benefit and may not be relied upon by any other
party without the prior written consent of a shareholder of this law firm.
Very truly yours,
/s/ Gunster, Yoakley, Valdes-Fauli & Stewart, P.A.
GUNSTER, YOAKLEY, VALDES-FAULI
& STEWART, P.A.
MVM/JAS/GKB
197998.01
<PAGE>
EXHIBIT 23.1
[Letterhead of McGladrey & Pullen, LLP]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the July 9, 1996
Registration Statement on Form S-8 of our report, dated December 1, 1995 except
for Note 7 as to which the date is December 8, 1995, which appears on page 25 of
the annual report on Form 10-K of Todhunter International, Inc. for the year
ended September 30, 1995.
/s/ McGladrey & Pullen, LLP
West Palm Beach, Florida
July 9, 1996
