As filed with the Securities and Exchange Commission on March 14, 2003.
Registration No. 333-__________
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UNITED STATES
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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HELEN OF TROY LIMITED
(Exact name of registrant as specified in its charter)
BERMUDA 74-2692550
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CLARENDON HOUSE
CHURCH STREET
HAMILTON, BERMUDA
(Address, including Zip Code, of Principal Executive Offices)
HELEN OF TROY LIMITED
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
VINCENT D. CARSON
C/O HELEN OF TROY L.P.
ONE HELEN OF TROY PLAZA
EL PASO, TEXAS 79912
(Name and address of agent for service)
(915) 225-8000
(Telephone number, including area code, of agent for service)
with a copy to:
Daniel W. Rabun
Baker & McKenzie
2001 Ross Avenue, Suite 2300
Dallas, Texas 75201
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
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Common Stock, par value 500,000 $12.09(2) $6,045,000(2) $489.04
$.10 per share(1)
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Preference Share Purchase
Rights 500,000 rights N/A N/A N/A(3)
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(1) Shares of common stock of Helen of Troy Limited (the "Company"), $.10 par
value per share (the "Common Stock"), being registered hereby relate to the
Helen of Troy Limited 1995 Non-Employee Director Stock Option Plan (the
"Director Plan"). Pursuant to Rule 416 promulgated under the Securities Act
of 1933, as amended, there are also being registered such additional shares
of Common Stock as may become issuable pursuant to the anti-dilution
provisions of the Director Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) promulgated under the Securities Act of 1933, as
amended, on the basis of the average of the high and low sale prices of the
common stock on the NASDAQ National Market System on March 12, 2003.
(3) In accordance with Rule 457(g) under the Securities Act of 1933, as
amended, no additional registration fee is required in respect of the
preference share purchase rights.
INCORPORATION BY REFERENCE
The 500,000 shares of Common Stock being registered hereby shall be
issued under the Director Plan, which was amended as of August 27, 2002, to
increase the number of shares of Common Stock available for issuance under the
Director Plan. Pursuant to Instruction E of Form S-8, the contents of the
Company's Registration Statement on Form S-8 as filed with Securities and
Exchange Commission on August 30, 1996, Registration No. 333-11181, are
incorporated by reference herein.
Item 8. Exhibits.
The following are filed as exhibits to this registration statement:
Exhibit No. Description
4.1 Memorandum of Association of the Company (incorporated herein
by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-4 filed with the Securities and Exchange
Commission on December 30, 1993 (Reg. No. 33-73594)).
4.2 Bye-Laws of the Company, as amended (incorporated herein by
reference from Exhibit 3.2 to the Company's Registration
Statement on Form S-4 filed with the Securities and Exchange
Commission on December 30, 1993 (Reg. No. 33-73594)).
4.3 Helen of Troy Limited 1995 Non-Employee Director Stock Option
Plan (incorporated herein by reference from Exhibit 4.3 to the
Company's Registration Statement on Form S-8 (Reg. No.
333-11181)).
5 Opinion of Conyers Dill & Pearman.*
10.1 Third Amendment to Helen of Troy Limited 1995 Non-Employee
Director Stock Option Plan.*
23.1 Consent of Conyers Dill & Pearman (See Exhibit 5).*
23.2 Consent of KPMG LLP.*
24 Power of Attorney (included on the signature page of the
Registration Statement).*
* filed herewith
II-1
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 El Paso, State of Texas, on this 12th day of March,
2003.
HELEN OF TROY LIMITED
By: /s/ Gerald J. Rubin
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Gerald J. Rubin
Chairman of the Board, Chief Executive Officer and
President (Principal Executive Officer)
II-2
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Gerald J.
Rubin to file one or more amendments (including post-effective amendments) to
this registration statement, which amendments may make such changes in this
registration statement as each of them deems appropriate, and each such person
hereby appoints Gerald J. Rubin as attorney-in-fact to execute in the name and
on behalf of the Company and any such person, individually and in each capacity
stated below, any such amendments to this registration statement.
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 date indicated.
NAME TITLE DATE
---- ----- ----
/s/ Gerald J. Rubin Chairman of the Board, Chief March 12, 2003
-------------------------------- Executive Officer, President, and
GERALD J. RUBIN Director (Principal Executive
Officer)
/s/ Russell G. Gibson Senior Vice-President, Finance, and March 12, 2003
-------------------------------- Chief Financial Officer (Principal
RUSSELL G. GIBSON Financial and Accounting Officer)
/s/ Stanlee N. Rubin Director March 12, 2003
--------------------------------
STANLEE N. RUBIN
/s/ Christopher L. Carameros Director March 12, 2003
--------------------------------
CHRISTOPHER L. CARAMEROS
/s/ Byron H. Rubin Director March 13, 2003
--------------------------------
BYRON H. RUBIN
/s/ John B. Butterworth Director March 13, 2003
--------------------------------
JOHN B. BUTTERWORTH
II-3
EXHIBIT INDEX
Exhibit No. Description
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4.1 Memorandum of Association of the Company (incorporated
herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-4 filed with the Securities
and Exchange Commission on December 30, 1993 (Reg. No.
33-73594)).
4.2 Bye-Laws of the Company, as amended (incorporated herein by
reference from Exhibit 3.2 to the Company's Registration
Statement on Form S-4 filed with the Securities and Exchange
Commission on December 30, 1993 (Reg. No. 33-73594)).
4.3 Helen of Troy Limited 1995 Non-Employee Director Stock
Option Plan (incorporated herein by reference from Exhibit
4.3 to the Company's Registration Statement on Form S-8
(Reg. No. 333-11181)).
5 Opinion of Conyers Dill & Pearman.*
10.1 Third Amendment to Helen of Troy Limited 1995 Non-Employee
Director Stock Option Plan.*
23.1 Consent of Conyers Dill & Pearman (See Exhibit 5).*
23.2 Consent of KPMG LLP.*
24 Power of Attorney (included on the signature page of the
Registration Statement).*
* filed herewith