SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------------
Form S-8
Registration Statement
Under the
Securities Act of 1933
RAYOVAC CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Wisconsin
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
22-2423556
- --------------------------------------------------------------------------------
(I.R.S. Employer Identification No.)
601 Rayovac Drive, Madison, Wisconsin 53711
- --------------------------------------------------------------------------------
(Address of Principal Executive Officer) (Zip Code)
RAYOVAC PROFIT SHARING AND SAVINGS PLAN
- --------------------------------------------------------------------------------
(Full Title of Plan)
James A. Broderick, Esq.
Vice President and General Counsel
Rayovac Corporation
601 Rayovac Drive
Madison, Wisconsin 53711-2497
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
(608) 275-3340
- --------------------------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
Amount of
Title of Securities Amount to be Proposed Maximum Of- Proposed Maximum Ag- Registration
to be Registered Registered fering Price Per Share gregate Offering Price Fee
- ----------------------------------------------------------------------------------------------------------------------------
Interests in the (1) (1) (1) (2)
Rayovac Profit
Sharing and Sav-
ings Plan
======================= ================== ============================= ============================= ==================
(1) Pursuant to Rule 416 (c) under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) Pursuant to Rule 457(h)(2) under the Securities Act, no separate
registration fee is required with respect to the plan interests being
registered hereby.
2
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Rayovac
Corporation (the "Registrant" or the "Company") or the Rayovac Profit Sharing
and Savings Plan (the "Plan") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference: (i) the Registration
Statement on Form S-1 (Registration No. 333-35181) of the Company containing
audited financial statements for the Company's latest fiscal year for which such
statements have been filed by the Company with the Commission, (ii) the Plan's
Annual Report on Form 11-K for the fiscal year ended December 31, 1996 and (iii)
all other reports filed pursuant to Section 13(a) or 15(d) of the Securities Ex-
change Act of 1934, as amended ("Exchange Act"), since September 30, 1996.
All documents subsequently filed by the Registrant and the
Plan 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 thereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law (the
"WBCL") and the Registrant's By-Laws, directors and officers of the Registrant
are entitled to mandatory indemnification from the Registrant against certain
liabilities and expenses (i) to the extent such directors or officers are
successful in the defense of a proceeding and (ii) in proceedings in which the
director or officer is not successful in the defense thereof, unless (in the
latter case only) it is determined that the director or officer breached or
failed to perform his duties to the Registrant and such breach or failure
constituted (a) a willful failure to deal fairly with the Registrant or its
shareholders in connection with a matter in which the director or officer had a
material conflict of interest; (b) a violation of the criminal law unless the
director or officer had reasonable cause to believe that his or her conduct was
lawful or had no reasonable cause to believe that
3
his or her conduct was unlawful; (c) a transaction from which the director or
officer derived an improper personal profit; or (d) willful misconduct. The WBCL
also provides that, subject to certain limitations, the mandatory
indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may have
under the Registrant's articles of incorporation, by-laws, a written agreement
or a resolution of the Board of Directors or shareholders. Further, the WBCL
specifically states that it is the public policy of Wisconsin to require or
permit indemnification in connection with a proceeding involving securities
regulation, as described therein, to the extent required or permitted as
described above. Additionally, under the WBCL, directors of the Registrant are
not subject to personal liability to the Registrant, its shareholders or any
person asserting rights on behalf thereof for certain breaches of or failures to
perform any duty resulting solely from their status as directors, except in
circumstances paralleling those in subparagraphs (a) through (d) outlined above.
Expenses for the defense of any action for which indem-
nification may be available may be advanced by the Registrant under certain
circumstances.
The general effect of the foregoing provisions may be to
reduce the circumstances which an officer or director may be required to bear
the economic burden of the foregoing liabilities and expense.
The Registrant has purchased directors' and officers'
liability insurance which would indemnify the directors and officers of the
Registrant against damages arising out of certain kinds of claims which might be
made against them based on their negligent acts or omissions while acting in
their capacity as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
4.1 Rayovac Profit Sharing and Savings Plan
(Incorporated by reference to Exhibit 10.14
to the Company's Registration Statement on
Form S-1 (Registration No. 333-35181) filed
with the Securities and Exchange Commission
on October 31, 1997).
23.1 Consent of Coopers & Lybrand L.L.P.
4
24 Power of Attorney (included on the signa-
ture page of this Registration Statement).
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 registra-
tion 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 registra-
tion 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 state-
ment;
(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 set forth 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, 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 Commission by the
Registrant pursuant to Section 13 or 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 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 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
5
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under Item 6
above, 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 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 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 Act and
will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that it will
submit or has submitted the Plan and any amendment thereto to the Internal
Revenue Service in a timely manner, and has made or will make all changes which
may be required by the Plan.
6
SIGNATURES
The Registrant. 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 Madison, State of Wisconsin, on October 31,
1997.
RAYOVAC CORPORATION
By: /s/ David A. Jones
------------------
David A. Jones
Chairman of the Board,
President 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 indicated on October 31, 1997. Each person whose signature appears
below hereby authorizes David A. Jones and Kent J. Hussey and each of them, with
full power of substitution, to execute in the name and on behalf of such person
any amendment (including any post-effective amendment) to this Registration
Statement and to file the same, with exhibits thereto, and other documents in
connection therewith, making such changes in this Registration Statement as the
person(s) so acting deems appropriate, and appoints each of such persons, each
with full power of substitution, attorney-in-fact to sign any amendment
(including any post-effective amendment) to this Registration Statement and to
file same, with exhibits thereto, and other documents in connection therewith.
Signature Title
/s/ David A. Jones Chairman of the Board,
- ------------------ President and Chief Execu-
David A. Jones tive Officer (Principal
Executive Officer)
7
/s/ Kent J. Hussey Executive Vice President
- ---------------------- of Finance and Administra-
Kent J. Hussey tion, Chief Financial
Officer and Director
(Principal Financial
Officer)
/s/ Roger F. Warren Director
- ----------------------
Roger F. Warren
/s/ Trygve Lonnebotn Director
- ----------------------
Trygve Lonnebotn
/s/ Scott A. Schoen Director
- ----------------------
Scott A. Schoen
/s/ Thomas R. Shepherd Director
- ----------------------
Thomas R. Shepherd
/s/ Warren C. Smith, Jr. Director
- ----------------------
Warren C. Smith, Jr.
8
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Madison, State of
Wisconsin, on October 31, 1997.
RAYOVAC PROFIT SHARING AND
SAVINGS PLAN
By: RAYOVAC CORPORATION,
Plan Administrator
By:/s/ Russell E. Lefevre
----------------------
Russell E. Lefevre
Vice President,
Human Resources
9
EXHIBIT INDEX
RAYOVAC CORPORATION
Registration Statement on Form S-8
for the Rayovac Profit Sharing and Savings Plan
Exhibit
Number Description
4.1 Rayovac Profit Sharing and Savings Plan
(Incorporated by reference to Exhibit 10.14
to Amendment No. 1 to the Company's Regis-
tration Statement on Form S-1 (Registration
No. 333-35181) filed with the Securities
and Exchange Commission on October 31,
1997).
23.1 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included on the signa-
ture page of this Registration Statement).
10
Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement of
Rayovac Corporation on Form S-8 of (i) our report dated November 22, 1996 on our
audits of the consolidated financial statements of Rayovac Corporation as of
September 30, 1996 and June 30, 1996 and for the period July 1, 1996 to
September 30, 1996 and each of the two years in the period ended June 30, 1996
appearing in the registration statement on Form S-1 (File No. 333-35181) of
Rayovac Corporation; and (ii) our report dated October 14, 1997, on our audits
of the financial statements and supplemental schedules of the Rayovac Profit
Sharing and Savings Plan as of December 31, 1996 and 1995 and for the year ended
December 31, 1996 appearing in the Annual Report on From 11-K of Rayovac
Corporation, each as filed with the Securities and Exchange Commission.
/s/ Coopers & Lybrand L.L.P.
Milwaukee, Wisconsin
October 30, 1997
