1
As filed with the Securities and Exchange Commission on May 4, 2001
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
--------------------
WATER PIK TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 25-1843384
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23 Corporate Plaza, Suite 246
Newport Beach, California 92660
(949) 719-3700
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
--------------------
WATER PIK TECHNOLOGIES, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
RICHARD D. TIPTON
Vice President, General Counsel and Secretary
Water Pik Technologies, Inc.
23 Corporate Plaza, Suite 246
Newport Beach, CA 92660
(949) 719-3700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
Copies to:
Elaine R. Levin
Riordan & McKinzie
600 Anton Boulevard, 18th Floor
Costa Mesa, CA 92626
(714) 433-2900
CALCULATION OF REGISTRATION FEE
===============================================================================================
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE
-----------------------------------------------------------------------------------------------
COMMON STOCK 600,000 $7.895 $4,737,000 $1,185
===============================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based on the average of the high and low sales
prices of the Company's Common Stock on May 1, 2001, as reported on the New
York Stock Exchange.
================================================================================
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Pursuant to General Instruction E to Form S-8 regarding the registration
of additional securities, Water Pik Technologies, Inc. (the "Company") hereby
incorporates herein by reference the contents of the Registration Statement of
the Company on Form S-8 filed with the Securities and Exchange Commission on
February 9, 2000, Registration No. 333-96457 with respect to the Company's
Employee Stock Purchase Plan.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock registered
hereby (the "Shares") has been passed upon for the Company by Richard D. Tipton,
Vice President, General Counsel and Secretary of the Company. Mr. Tipton holds
stock and options to purchase stock granted under the Company's employee stock
plans which in the aggregate represent less than 1% of the Common Stock.
ITEM 8. EXHIBITS.
5.1 Opinion of Richard D. Tipton, Vice President, General Counsel and
Secretary of Water Pik Technologies, Inc.
23.1 Consent of Richard D. Tipton, Vice President, General Counsel and
Secretary of Water Pik Technologies, Inc. (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors.
24.1 Power of Attorney (included on page II-2).
II-1
3
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 Newport Beach, State of California, on May 3, 2001.
WATER PIK TECHNOLOGIES, INC.
By: /s/ RICHARD D. TIPTON
--------------------------------
Richard D. Tipton
Vice President, General Counsel
and Secretary
We, the undersigned directors and officers of Water Pik Technologies,
Inc., do hereby constitute and appoint Richard D. Tipton and Victor C.
Streufert, or either of them, our true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution for us and in our name, place
and stead, in any and all capacities to do any and all acts and things in our
name and on our behalf in our capacities as directors and officers and to
execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys-in-fact and agents, or either of them, may
deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended (the "Securities Act") and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with this Registration Statement, including specifically, but without
limitation, power and authority to sign for us or any of us in our names in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereto as well as any related registration statement (or amendment
thereto) filed in reliance upon Rule 462(b) under the Securities Act, with all
exhibits thereto and other documents in connection therewith, and we do hereby
ratify and confirm all that said attorneys-in-fact and agents, or either of
them, shall 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 dates indicated:
Signature Title Date
--------- ----- ----
/s/ MICHAEL P. HOOPIS President and Chief Executive Officer May 3, 2001
---------------------------------- (Principal Executive Officer) and
Michael P. Hoopis Director
/s/ VICTOR C. STREUFERT Vice President- Finance and May 3, 2001
---------------------------------- Chief Financial Officer (Principal
Victor C. Streufert Financial Officer and Principal
Accounting Officer)
/s/ WILLIAM G. OUCHI Director May 3, 2001
----------------------------------
William G. Ouchi
/s/ ROBERT P. BOZZONE Director May 3, 2001
-----------------------------------
Robert P. Bozzone
Director
----------------------------------
W. Craig McClelland
/s/ JAMES E. ROHR Director May 4, 2001
----------------------------------
James E. Rohr
II-2
4
/s/ CHARLES J. QUEENAN, JR. Director May 3, 2001
----------------------------------
Charles J. Queenan, Jr.
/s/ F. PETER CUNEO Director May 3, 2001
----------------------------------
F. Peter Cuneo
II-3
5
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Description Page Number
------------ ----------- -----------
5.1 Opinion of Richard D. Tipton, Vice President, General Counsel and
Secretary of Water Pik Technologies, Inc.
23.1 Consent of Richard D. Tipton, Vice President, General Counsel and
Secretary of Water Pik Technologies, Inc. (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors.
24.1 Powers of Attorney (included on page II-2).