Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-8 Swiss Army Brands, Inc. S-8 7 41K
2: EX-4 Exhibit 4.1 7 26K
3: EX-4 Exhibit 4.2 11 23K
4: EX-4 Exhibit 4.3 11 23K
5: EX-4 Exhibit 4.4 10 20K
6: EX-5 Exhibit 5.1 2 9K
7: EX-23 Exhibit 23.1 1 6K
As filed with the Securities and Exchange Commission on March 2, 1998
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SWISS ARMY BRANDS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 13-2797726
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE RESEARCH DRIVE, SHELTON, CONNECTICUT 06484
(Address of Principal Executive Offices) (Zip Code)
SWISS ARMY BRANDS, INC. 1996 STOCK OPTION PLAN
(Full title of the plan)
J. MERRICK TAGGART
PRESIDENT
SWISS ARMY BRANDS, INC.
ONE RESEARCH DRIVE
SHELTON, CONNECTICUT 06484
(Name and address of agent for service)
(203) 929-6391
(Telephone number, including area code, of agent for service)
Copy to:
Herbert M. Friedman, Esq.
Zimet, Haines, Friedman & Kaplan
460 Park Avenue
New York, New York 10022
(212) 486-1700
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CALCULATION OF REGISTRATION FEE
[Enlarge/Download Table]
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED PRICE PER UNIT(1) PRICE(1) REGISTRATION FEE
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Common Stock, par value 1,000,000 shares $13.625 $11,042,328 $3,258
$.10 per share
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(1) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as follows
(i) in the case of 189,750 shares underlying options granted and
outstanding under the Plan on the date of filing of this Registration
Statement, based on the aggregate exercise price of $2,585,344, which
averages $13.625 per share, and (ii) in the case of 801,250 shares which
remain available for grant under the Plan on the date of filing of this
Registration Statement, based on the average of the high and low prices of
the registrant's Common Stock on February 24, 1998.
PART II
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated into this registration statement by
reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1997;
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1997;
(d) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1997;
(e) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since December 31, 1993; and
(f) The description of the Registrant's Common Stock, par value $.10 per
share, contained in the Registrant's Registration Statement on Form
8-A dated September 12, 1984, filed with the Commission.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act 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 a part
hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the securities being offered hereunder has been passed upon
by the law firm of Zimet, Haines, Friedman & Kaplan. Herbert M. Friedman, a
member of such firm, is a director of the Registrant.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware grants each
corporation organized thereunder the power to indemnify its officers, directors,
employees and agents on certain conditions against liabilities arising out of
any action or proceeding to which any of them is a party by reason of being such
officer, director, employee or agent. Section 102(b)(7) of the General
Corporation Law permits a Delaware corporation, with the approval of its
stockholders, to include within its Certificate of Incorporation a provision
eliminating or limiting the personal liability of its directors to that
corporation or its stockholders for monetary damages resulting from certain
breaches of the directors' fiduciary duty of care, both in suits by or on behalf
of the corporation and in actions by stockholders of the corporation.
The Company's Certificate of Incorporation includes an Article which allows
the Company to take advantage of Section 102(b)(7) of the Delaware General
Corporation Law. The Certificate of Incorporation also provides for the
indemnification, to the fullest extent permitted by the Delaware General
Corporation Law, of directors and officers of the Company against all expenses
(including attorneys' fees), judgments, fines and amounts paid
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in settlement in connection with actions, suits or proceedings, whether civil,
criminal, administrative or investigative, in which such person may become
involved by reason of the fact that he or she is or was serving as a director or
officer of the Company. The Certificate of Incorporation also provides that upon
the specific authorization of the Board of Directors, the Company may indemnify,
in the same manner, any of its employees or agents or any person who is serving
at the request of the Company as a director, officer, employee or agent of
another entity.
The Company's By-laws contain provisions concerning the
indemnification of officers and directors which are substantially identical to
those contained in the Certificate of Incorporation.
The Company maintains liability insurance covering its Directors
and Officers with respect to certain liabilities which they may incur in
connection with their service as Directors and Officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
EXHIBIT DESCRIPTION
4.1 Swiss Army Brands, Inc. 1996 Stock Option Plan, (the "Plan"),
filed herewith.
4.2 Form of agreement for employees relating to stock options which
are "incentive options" pursuant to the Plan, filed herewith.
4.3 Form of agreement for employees relating to stock options which
are not "incentive options" pursuant to the Plan, filed herewith.
4.4 Form of agreement for non-employees relating to stock options
which are not "incentive options" pursuant to the Plan, filed
herewith.
4.6 Certificate of Incorporation of the registrant with all
amendments thereto, incorporated by reference to the Exhibits to
the Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1997.
4.7 By-laws of the registrant, as amended, incorporated by reference
to the Exhibits to Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
5.1 Opinion of Zimet, Haines, Friedman & Kaplan, filed herewith.
23.1 Consent of Arthur Andersen LLP, filed herewith.
23.2 Consent of Zimet, Haines, Friedman & Kaplan, set forth in the
opinion thereof filed herewith as Exhibit 5.1.
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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, as amended (the "Securities Act");
(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;
(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 (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the Securities
Act 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
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 persons 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 and will be governed by the final
adjudication of such issue.
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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 Shelton, State of Connecticut, on this 25th day
of February, 1998.
SWISS ARMY BRANDS, INC.
By /s/ J. Merrick Taggart
_______________________________________
J. Merrick Taggart
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints each of Messrs. J. Merrick
Taggart and Thomas M. Lupinski, each with full authority to act without the
others, his true and lawful attorney-in-fact and agent 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, and to file the same, with all exhibits thereto, and all 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 fully 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, 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, as
amended, this registration statement has been signed by the following persons in
the capacities and on the date indicated.
[Download Table]
Signature Title Date
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/s/ J. Merrick Taggart President and Director February 25, 1998
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J. Merrick Taggart
/s/ Thomas M. Lupinski Senior Vice President, Chief February 25, 1998
----------------------------- Financial Officer and Controller
Thomas M. Lupinski (principal accounting officer)
/s/ A. Clinton Allen Director February 25, 1998
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A. Clinton Allen
/s/ Clarke H. Bailey Director February 25, 1998
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Clarke H. Bailey
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[Download Table]
Signature Title Date
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/s/ Thomas A. Barron Director February 25, 1998
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Thomas A. Barron
/s/ Vincent D. Farrell, Jr. Director February 25, 1998
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Vincent D. Farrell, Jr.
/s/ Herbert M. Friedman Director February 25, 1998
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Herbert M. Friedman
/s/ Peter W. Gilson Director February 25, 1998
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Peter W. Gilson
/s/ M. Leo Hart Director February 25, 1998
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M. Leo Hart
/s/ James W. Kennedy Director February 25, 1998
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James W. Kennedy
/s/ Keith Lively Director February 25, 1998
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Keith Lively
Director ____________, 1998
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Lindsay Marx
/s/ Louis Marx, Jr. Director February 25, 1998
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Louis Marx, Jr.
/s/ Stanley R. Rawn, Jr. Director February 25, 1998
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Stanley R. Rawn, Jr.
/s/ Eric M. Reynolds Director February 25, 1998
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Eric M. Reynolds
/s/ John Spencer Director February 25, 1998
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John Spencer
/s/ John V. Tunney Director February 25, 1998
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John V. Tunney
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EXHIBIT INDEX
[Download Table]
SEQUENTIALLY
NUMBERED
EXHIBIT DESCRIPTION PAGE
4.1 Swiss Army Brands, Inc. 1996 Stock Option Plan, filed
herewith.
4.2 Form of agreement for employees relating to stock options
which are "incentive options" pursuant to the Plan, filed
herewith.
4.3 Form of agreement for employees relating to stock options
which are not "incentive options" pursuant to the Plan, filed
herewith.
4.4 Form of agreement for non-employees relating to stock
options which are not "incentive options" pursuant to the
Plan, filed herewith.
4.6 Certificate of Incorporation of the registrant with all
amendments thereto, incorporated by reference to the
Exhibits to the Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997.
4.7 By-laws of the registrant, as amended, incorporated by
reference to the Exhibits to Annual Report on Form 10-K
for the fiscal year ended December 31, 1995.
5.1 Opinion of Zimet, Haines, Friedman & Kaplan, filed
herewith.
23.1 Consent of Arthur Andersen LLP, filed herewith.
23.2 Consent of Zimet, Haines, Friedman & Kaplan, set forth in the
opinion thereof filed herewith as Exhibit 5.1.
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Dates Referenced Herein and Documents Incorporated by Reference
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