UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________
LIFETIME HOAN CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 11-2682486
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
_____________
One Merrick Avenue
Westbury, New York 11590
(516) 683-6000
(Address, including zip code, of Principal Executive Offices)
______________
LIFETIME HOAN CORPORATION
2000 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan or Agreement)
_____________
Jeffrey Siegel
One Merrick Avenue
Westbury, New York 11590
(516) 683-6000
(Name, address, and telephone number,
including area code, of agent for service)
_____________
Copies to:
Gary Rothstein, Esq. Robert McNally
Morgan, Lewis & Bockius LLP Lifetime Hoan Corp.
101 Park Avenue One Merrick Avenue
New York, New York 10178 Westbury, New York 11590
(212) 309-6000 (516) 683-6000
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Number of Shares Offering Aggregate Amount of
Title of securities to to be Price per offering registration
be registered registered (1) share price fee (3)
Common Stock, $.01 par
value per share 100,000 $5.55 $ 555,000 $ 44.90
40,000 $6.00 $ 240,000 $ 19.42
175,000 $6.30 $1,102,500 $ 89.20
1,500 $6.37 $ 9,555 $ .77
55,000 $6.63 $ 364,650 $ 29.50
10,000 $8.00 $ 80,000 $ 6.47
1,368,500 $7.24(2) $9,907,940 $ 801.55
TOTALS 1,750,000 $ 991.81
(1) Pursuant to Rule 416(a), the number of shares being registered shall
include an indeterminate number of additional shares of common stock or
common stock which may become issuable as a result of stock splits, stock
dividends, or similar transactions in accordance with anti-dilution
provisions of the Lifetime Hoan Corporation 2000 Long-Term Incentive Plan.
(2) Calculated pursuant to Rules 457(c) and (h), based upon the average of
the high and low asking prices reported on the NASDAQ National Market for
May 15, 2003.
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows: Proposed maximum aggregate offering price per share multiplied by
.00008090.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the "Act"),
and the Explanatory Note to Part I of this Registration Statement on
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by us with the Securities and Exchange
Commission ("SEC") are incorporated by reference into this Registration
Statement:
(a) Our Annual Report on Form 10-K for the fiscal year ended December
31, 2002, filed with the SEC on March 28, 2003.
(b) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2003, filed with the SEC on May 13, 2003.
(c) Our Current Report on Form 8-K, filed with the SEC on April 30,
2003.
(d) The description of our Common Stock, contained in the
Registration Statement on Form 8-A as filed with the SEC on May 6,
1991, and as amended on May 23, 1991, including any amendments or
reports filed for the purpose of updating the description of our
Common Stock that is incorporated by reference therein.
All reports and other documents subsequently filed by us pursuant to
Section 13(a), 13(c), 14 or 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.
Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities being registered by this Registration
Statement is being passed upon by our legal counsel, Morgan, Lewis &
Bockius LLP, 101 Park Avenue, New York, New York 10178.
Our consolidated financial statements appearing in our Annual Report
(Form 10-K) for the year ended December 31, 2002 have been audited by Ernst
& Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such financial
statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon
the reports of Ernst & Young LLP pertaining to such financial statements
(to the extent covered by consents filed with the Securities and Exchange
Commission) given on the authority of such firm as experts in accounting
and auditing.
Item 6. Indemnification of Directors and Officers.
Article Seven of our By-laws provides that our officers and directors
shall be indemnified by us against liabilities and expenses in connection
with any legal proceeding to which such officer or director may be made a
party or with which such officer or director may become involved or
threatened by reason of having been an officer or director. The
indemnification shall apply with respect to any matters which are disposed
of by settlement, judgment or otherwise. Indemnification shall be made
only if our board of directors determines by a majority vote of a quorum
consisting of disinterested directors (or, if such quorum is not
obtainable, or if our board of directors directs, by independent legal
counsel or by stockholders), that indemnification is proper in the
circumstances because the person seeking indemnification has met applicable
standards of conduct and that indemnification is not in violation of the
General Corporation Law of the State of Delaware, our Restated Certificate
of Incorporation or the Securities Act of 1933, as amended. It must be
determined that the officer or director acted in good faith with the
reasonable belief that the action was in or not opposed to our best
interests and with respect to any criminal action or proceeding, such
officer or director had no reasonable cause to believe that the conduct was
unlawful.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Description
4.1 Restated Certificate of Incorporation of Lifetime Hoan
Corporation (Exhibit 3[a] of the Registration Statement on Form S-
1 (File No. 33-40154)) filed with the SEC on April 25, 1999, is
hereby incorporated by reference.
4.2 By-Laws of Lifetime Hoan Corporation (Exhibit 3[b] of the
Registration Statement on Form S-1 (File No. 333-40154)) filed
with the SEC on April 25, 1999, is hereby incorporated by
reference.
4.3 Amendment to the Restated Certificate of Incorporation of Lifetime
Hoan Corporation (Exhibit 3.2 of the Annual Report on Form 10-K
(File No. 1-19254))filed with the SEC on March 28, 1995, is hereby
incorporated by reference.
4.4 Lifetime Hoan Corporation 2000 Long-Term Incentive Plan (Annex B to
our Proxy Statement filed with the SEC on April 28, 2000), is hereby
incorporated by reference.
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
Item 9. Undertakings.
(a) 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;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of this 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 this Registration Statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
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 this 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.
(b) 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.
(c) 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 SEC
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 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 and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), the Company 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
Westbury, State of New York, May 19, 2003
LIFETIME HOAN CORP.
By:_/s/ Jeffrey Siegel____________
Jeffrey Siegel
Chairman of the Board of Directors,
Chief Executive Officer,
President and Director
Pursuant to the requirement of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
_/s/ Jeffrey Siegel_______ Chairman of the Board of Directors, May 19, 2003
Jeffrey Siegel Chief Executive Officer, President and
Director (Principal Executive Officer)
_/s/ Craig Phillips_______ Vice President --- Distribution, May 19, 2003
Craig Phillips Secretary and Director
_/s/ Robert McNally____ Vice President --- Finance and May 19, 2003
Robert McNally Treasurer (Principal Financial
and Accounting Officer)
_/s/ Bruce Cohen______ Executive Vice-President May 19, 2003
Bruce Cohen and Director
_/s/ Ronald Shiftan_____ Director May 19, 2003
Ronald Shiftan
_/s/ Howard Bernstein __ Director May 19, 2003
Howard Bernstein
_/s/ Leonard Florence___ Director May 19, 2003
Leonard Florence
EXHIBITS
Exhibit Description
4.1 Restated Certificate of Incorporation of Lifetime Hoan
Corporation (Exhibit 3[a] of the Registration Statement on Form S-
1 (File No. 33-40154)) filed with the SEC on April 25, 1999, is
hereby incorporated by reference.
4.2 By-Laws of Lifetime Hoan Corporation (Exhibit 3[b] of the
Registration Statement on Form S-1 (File No. 333-40154)) filed
with the SEC on April 25, 1999, is hereby incorporated by
reference.
4.5 Amendment to the Restated Certificate of Incorporation of Lifetime
Hoan Corporation (Exhibit 3.2 of the Annual Report on Form 10-K
(File No. 1-19254)) filed with the SEC on March 28, 1995, is
hereby incorporated by reference.
4.6 Lifetime Hoan Corporation 2000 Long-Term Incentive Plan (Annex B to
our Proxy Statement filed with the SEC on April 28, 2000), is hereby
incorporated by reference.
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
Exhibit 5.1
May 19, 2003
Lifetime Hoan Corporation
One Merrick Avenue
Westbury, New York 11590
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Lifetime Hoan Corporation, a
Delaware corporation (the "Company") in connection with the
preparation and filing with the Securities and Exchange
Commission (the "Commission") of a Registration Statement on Form
S-8, including the exhibits thereto (the "Registration
Statement"), under the Securities Act of 1933, as amended (the
"Act"), for the registration by the Company of 1,750,000 shares
(the "Shares") of Common Stock, par value $.01 per share, which
may be issued under the Company's 2000 Long-Term Incentive Plan
("Plan").
In connection with this opinion, we have examined
originals, or copies certified or otherwise identified to our
satisfaction, of the Registration Statement, the Plan, the
Restated Certificate of Incorporation of the Company, the By-Laws
of the Company, and such other documents, records and other
instruments of the Company as in our judgment are necessary or
appropriate for purposes of this opinion.
Based upon the foregoing, we are of the following
opinion:
The Shares, when issued in accordance with the terms of
the Plan, and for a consideration per Share of not less than the
par value per Share, will be duly authorized, validly issued,
fully paid and non-assessable.
We are expressing the opinions above as members of the
Bar of the State of New York and express no opinion as to any law
other than the General Corporation Law of the State of Delaware.
We consent to the use of this opinion as an exhibit to
the Registration Statement. In giving this consent, we do not
admit that we are acting within the category of persons whose
consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
Morgan, Lewis & Bockius LLP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Interests of Named Experts and Counsel" in the Registration
Statement (Form S-8) pertaining to the 2000 Long-Term Incentive
Plan of Lifetime Hoan Corporation and to the incorporation by
reference therein of our report dated February 26, 2003, with
respect to the consolidated financial statements and schedule of
Lifetime Hoan Corporation included in its Annual Report (Form 10-
K) for the year ended December 31, 2002, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Melville, New York
May 19, 2003