Registration No. 333-41815
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RAYOVAC CORPORATION
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(Exact name of registrant as specified in its charter)
Wisconsin 22-2423556
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(State of Incorporation) I.R.S. Employer I.D. No.
601 Rayovac Drive
Madison, Wisconsin 53711
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(Address of Principal Executive Offices) (Zip Code)
RAYOVAC 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
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(Full title of the plan)
James A. Broderick, Esq.
Vice President and General Counsel
Rayovac Corporation
601 Rayovac Drive
Madison, Wisconsin 53711
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(Name and address of agent for service)
(608) 275-3340
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(Telephone number, including area code
of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of Securities Amount to be offering/price registration offering
to be Registered Registered per share price Amount of fee
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Interests in the Rayovac
401(k) Savings Plan for
Hourly Employees (1) (1) (1) (2)
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(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
Rayovac 401(k) Savings Plan for Hourly Employees.
(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.
PART II - INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Rayovac Corporation (the "Registrant"
or the "Company") or the Rayovac 401(k) Savings Plan for Hourly Employees (the
"Plan") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) The Registration Statement on Form S-1 (Registration
No. 333-35181) of the Company.
(b) All other reports filed by the Registrant pursuant to
sections 13(a) or 15(d) of the Exchange Act since September 30, 1996.
All reports and other documents subsequently filed by the Registrant or
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 herein 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.
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 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 to
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 indemnification 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 No. Description
4.1* Rayovac 401(k) Savings Plan for Hourly Employees
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Coopers & Lybrand L.L.P.
24* Power of Attorney
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*Previously filed.
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes as follows:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration Statement
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.
(b) That, for purposes 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.
(c) 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.
2. 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 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 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.
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3. 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 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 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
4. 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.
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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
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Madison,
State of Wisconsin, on December 16, 1997.
RAYOVAC CORPORATION
BY /s/ Kent J. Hussey
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Kent J. Hussey, Executive Vice President
of Finance and Administration and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
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* Chairman of the Board, President December 16, 1997
- ------------------------ and Chief Executive Officer
David A. Jones (Principal Executive Officer)
/s/ Kent J. Hussey Executive Vice President of December 16, 1997
- ------------------------ Finance and Administration,
Kent J. Hussey Chief Financial Officer and
Director (Principal Financial
Officer)
* Director December 16, 1997
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Roger F. Warren
* Director December 16, 1997
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Trygve Lonnebotn
* Director December 16, 1997
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Scott A. Schoen
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* Director December 16, 1997
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Thomas R. Shepherd
* Director December 16, 1997
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Warren C. Smith, Jr.
/s/ Kent J. Hussey
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Kent J. Hussey
Attorney-in-Fact*
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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 Post-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Madison, State of Wisconsin, on December 16, 1997.
RAYOVAC 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
BY: RAYOVAC CORPORATION, Plan
Administrator
BY /s/ Russell E. Lefevre
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Russell E. Lefevre, Vice President, Human
Resources
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INDEX TO EXHIBITS
Exhibit No. Description Page
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4.1* Rayovac 401(k) Savings Plan for Hourly Employees
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Coopers & Lybrand L.L.P.
24* Power of Attorney
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*Previously filed.
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CONSENT OF KPMG PEAT MARWICK LLP
Exhibit 23.1
The Board of Directors
Rayovac Corporation
We consent to the incorporation by reference in this registration statement on
Form S-8 of Rayovac Corporation of our reports dated October 28, 1997, relating
to the consolidated balance sheet of Rayovac Corporation and subsidiaries as of
September 30, 1997, and the related consolidated statements of operations,
shareholders' equity and cash flows for the year ended September 30, 1997, and
related schedule, which reports appear in the Form S-1 of Rayovac Corporation.
/s/ KPMG Peat Marwick LLP
Milwaukee, Wisconsin
December 15, 1997
CONSENT OF INDEPENDENT ACCOUNTANTS
Exhibit 23.2
We consent to the incorporation by reference in this
registration statement of Rayovac Corporation as a post-effective Amendment No.
1 to Form S-8 of 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
as filed with the Securities and Exchange Commission.
/s/ Coopers & Lybrand LLP
Milwaukee, Wisconsin
December 19, 1997
