Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
the Securities Act of 1933
ALBERTO-CULVER COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 36-2257936
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2525 ARMITAGE AVENUE
MELROSE PARK, ILLINOIS 60160
(Address of Principal Executive Offices)
MANAGEMENT INCENTIVE PLAN
(Full title of the plan)
GARY P. SCHMIDT
ALBERTO-CULVER COMPANY
2525 ARMITAGE AVENUE
MELROSE PARK, ILLINOIS 60160-1163
(708) 450-3262
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Title Proposed Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) Per Share (2) Price (2) Fee (2)
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Class B Common Stock, 150,000 shares $49.75 $7,462,500 $687
$.22 par value
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(1) This registration statement also includes an indeterminable number of
additional shares that may become issuable pursuant to antidilution
adjustments.
(2) In accordance with Rule 457(c), calculated on the basis of the average of
the reported high and low prices for the Class B Common Stock on the New
York Stock Exchange Composite Tape on November 26, 2002. The Registrant
previously paid filing fees of $1,847 in connection with Registration
Statement on Form S-8 (No. 333-60059) initially filed on July 28, 1998,
relating to the registration of 217,997shares of Class A common stock that
remain unsold under such Registration Statement as of the date hereof,
which unsold securities are hereby deregistered. Pursuant to Rule 457(p)
under the Securities Act of 1933, the Registrant is offsetting $687 of such
amount of previously paid filing fees against the total filing fee of $687
due in connection with the filing of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The following documents are incorporated by reference in the
registration statement:
(a) The registrant's latest annual report on Form 10-K, or, if the
audited financial statements therein are more current, the registrant's latest
prospectus, other than the prospectus of which this document is a part, filed
pursuant to Rule 424(b) of the Securities Exchange Commission under the
Securities Act of 1933.
(b) All other reports filed by the registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report or the prospectus referred to in (a)
above.
(c) The description of the registrant's Class B Common Stock which is
contained in the registrant's registration statements filed under Section 12 of
the Securities Exchange Act of 1934, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the registration statement which
indicates that all of the securities offered hereunder have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
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.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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As of November 22, 2002, Gary P. Schmidt, Vice President, General
Counsel and Assistant Secretary of the registrant, owned 7,500 shares of the
registrant's Class B common stock, 9,511 shares of the registrant's Class A
common stock, 3,500 shares of which are subject to restrictions, and options to
purchase 50,250 shares of the registrant's Class A common stock.
Item 6. Indemnification of Directors and Officers.
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Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware corporations.
Article VIII of the registrant's by-laws (i) authorizes the indemnification of
directors and officers (the "Indemnitees") under specified circumstances to the
fullest extent authorized by the General Corporation Law of Delaware, (ii)
provides for the advancement of expenses to the Indemnitees for defending any
proceedings related to specified circumstances, (iii) gives the Indemnitees the
right to bring suit against the registrant to enforce the foregoing rights to
indemnification and advancement of expenses, and (iv) authorizes the registrant
to maintain certain policies of insurance to protect itself and any of its
directors, officers or employees. The registrant currently maintains policies of
insurance under which the directors and officers of registrant are insured,
within the limits and subject to the limitations of the policies, against
certain expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities which might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been such directors or officers.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The exhibits to the registration statement are listed in the Exhibit Index
to the registration statement are incorporated herein by reference.
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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(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 in the
registration statement;
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, S-8 or Form F-3 and if 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 Section 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.
(b) 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) 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 in Item 6 (other
than policies of insurance), 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.
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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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Melrose Park, State of Illinois on November 18, 2002.
ALBERTO-CULVER COMPANY
By /s/ Howard B. Bernick
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Howard B. Bernick
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 and on the dates indicated.
Each person whose signature appears below constitutes and appoints
Leonard H. Lavin, Howard B. Bernick, William J. Cernugel and Gary P. Schmidt,
or any of them, such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, to sign any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission.
Signature Title Date
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/s/ Leonard H. Lavin
-------------------- Chairman of the Board November 18, 2002
Leonard H. Lavin and Director
/s/ Howard B. Bernick President, Chief Executive November 18, 2002
--------------------- Officer and Director
Howard B. Bernick (Principal Executive Officer)
/s/ Bernice E. Lavin
-------------------- Vice Chairman, Secretary, November 18, 2002
Bernice E. Lavin Treasurer and Director
/s/ Carol L. Bernick Vice Chairman, President November 18, 2002
-------------------- Alberto-Culver Consumer Products World-
Carol L. Bernick Wide, Assistant Secretary and Director
/s/ William J. Cernugel Senior Vice President and November 18, 2002
----------------------- Chief Financial Officer
William J. Cernugel (Principal Financial & Accounting Officer)
---------------- Director November , 2002
A. Robert Abboud ---
/s/ A. G. Atwater, Jr. Director November 18, 2002
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A. G. Atwater, Jr.
------------------------ Director November , 2002
James G. Brocksmith, Jr. ---
/s/ Jim Edgar Director November 18, 2002
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Jim Edgar
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Signature Title Date
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----------- Director November , 2002
King Harris ---
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John A. Miller Director November , 2002
---
--------------- Director November , 2002
Allan B. Muchin ---
/s/ Robert H. Rock Director November 19, 2002
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Robert H. Rock
/s/ Sam Susser Director November 18, 2002
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Sam Susser
---------------- Director November , 2002
William W. Wirtz ---
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EXHIBIT INDEX
Where Exhibit
No. Description Can Be Found
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4.1 Restated Certificate of Incorporation of the Company
(incorporated herein by reference to the Company's
Annual Report on Form 10-K for the year ended
September 30, 1988 [File No. 1-5050])
4.2 Certificate of Amendment to Restated Certificate of
Incorporation of the Company (incorporated herein by
reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997
[File No. 1-5050])
4.3 By-laws of the Company, as amended (incorporated herein
by reference to the Company's Annual Report on Form 10-K
for the year ended September 30, 2000 [File No. 1-5050])
5.1 Opinion of Gary P. Schmidt, Esq., General Counsel of Page 6
the Company.
23.1 Consent of Gary P. Schmidt, Esq. (included in Exhibit 5.1). Page 6
23.2 Consent of KPMG LLP Page 7
24.1 Power of Attorney located on the signature page to this Page 3
Registration Statement
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