S-8 POS 1 g71574a1s-8pos.txt STEINER LEISURE LTD - POST EFFECTIVE NO. 1 1 As filed with the Securities and Exchange Commission on September 7, 2001 Registration No. 333-39927 -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- STEINER LEISURE LIMITED (Exact Name of Registrant as Specified in Its Charter) ------------- COMMONWEALTH OF THE BAHAMAS (State or Other Jurisdiction of Incorporation or Organization) 98-0164731 (I.R.S. Employer Identification No.) SUITE 104A, SAFFREY SQUARE NASSAU, THE BAHAMAS NOT APPLICABLE (Address of Principal Executive Offices) (Zip Code) STEINER LEISURE LIMITED AMENDED AND RESTATED 1996 SHARE OPTION AND INCENTIVE PLAN (Full Title of the Plan) ------------- LEONARD I. FLUXMAN PRESIDENT AND CHIEF EXECUTIVE OFFICER STEINER LEISURE LIMITED C/O STEINER MANAGEMENT SERVICES, LLC 770 SOUTH DIXIE HIGHWAY, SUITE 200 CORAL GABLES, FLORIDA 33146 (Name and Address of Agent For Service) (305) 358-9002 (Telephone Number, Including Area Code, of Agent For Service) Copy to: ROBERT C. BOEHM, ESQ. AKERMAN, SENTERFITT & EIDSON, P.A. ONE S.E. THIRD AVENUE, 28TH FLOOR MIAMI, FLORIDA 33131 (305) 374-5600 ------------- 2
CALCULATION OF REGISTRATION FEE -------------------------- --------------------- ----------------- --------------------- --------------------- PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE -------------------------- --------------------- ----------------- --------------------- --------------------- Common Shares 3,417,500 shares (1) (2) $71,740,990.08 (2) $17,935.25 (3) -------------------------- --------------------- ----------------- --------------------- ---------------------
----------- (1) The Registrant previously registered 1,582,500 shares (which number includes 527,500 shares issued in respect of 1,055,000 shares originally registered as a result of a three-for-two share split effected as a share dividend) which may be issued pursuant to its Amended and Restated 1996 Share Option and Incentive Plan on November 12, 1997 by filing a Registration Statement on Form S-8 (File No. 333-39927). This filing is solely to register 3,417,500 additional shares which may be issued pursuant to the Amended and Restated 1996 Share Option and Incentive Plan. (2) Estimated solely for the purposes of calculating the registration fee. In accordance with Rules 475(c) and (h), the price shown is based upon (i) 2,476,151 shares offered pursuant to options outstanding exercisable at the following prices: 422,362 shares at $26.275, 106,000 shares at $20.225 per share, 9,190 shares at $21.150 per share, 892,158 shares at $13.687 per share, 5,570 shares at $14.000 per share, 25,000 shares at $17.594 per share, 7,074 shares at $20.500 per share, 19,825 shares at $17.907 per share, 16,490 shares at $20.922 per share, 65,000 shares at $17.063 per share, 85,307 shares at $16.344 per share, 586,734 shares at $15.844 per share, 30,000 shares at $26.469 per share, and 205,441 shares at $30.563 per share; and (ii) 941,349 shares reserved for issuance upon exercise of options to be granted in the future, the proposed offering price of which has been determined based upon the average of the high and low prices reported for the Common Shares on the Nasdaq National Market on September 6, 2001, $27.47. (3) The Registrant previously paid $5,925 on November 12, 1997 in connection with the filing by the Registrant of a Registration Statement on Form S-8 (File No. 333-39927) to register 1,582,500 shares (which number includes 527,500 shares issued in respect of 1,055,000 shares originally registered as a result of a three-for-two share split effected as a share dividend) of the Registrant's common stock. The registration fee is for the 3,417,500 additional shares being registered herewith. -------------------------------------------------------------------------------- 2 3 REGISTRATION OF ADDITIONAL SECURITIES This Amendment No. 1 to Registration Statement on Form S-8 is being filed by Steiner Leisure Limited (the "Company"), pursuant to General Instruction E to the Form S-8 Registration Statement under the Securities Act of 1933, as amended, in connection with the registration of an additional 3,417,500 shares of the Company's common shares, par value $.01 per share (the "Common Shares"), issuable pursuant to the Company's Amended and Restated 1996 Share Option and Incentive Plan (the "Plan"). A total of 1,582,500 Common Shares issuable under the Plan have been previously registered pursuant to the Company's Registration Statement on Form S-8 (File No. 333-39927) filed with the Securities and Exchange Commission on November 12, 1997 (which number includes 527,500 shares issued in respect of 1,055,000 shares originally registered as a result of a three-for-two share split effected as a share dividend) and the contents contained therein is hereby incorporated herein by reference. ITEM 8. EXHIBITS EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.1 Amended and Restated Memorandum of Association of the Company (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999). 4.2 Amended and Restated Articles of Association of the Company (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998). 4.3 Steiner Leisure Limited Amended and Restated 1996 Share Option and Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001) 5.1* Opinion of Harry B. Sands, Lobosky and Company regarding the legality of the Common Shares being registered. 23.1* Consent of Harry B. Sands, Lobosky and Company (included in opinion filed as Exhibit 5.1) 23.2* Consent of Arthur Andersen LLP. -------------------------- * Filed herewith 3 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to the believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-39927) to be signed on its behalf by the undersigned thereunto duly authorized, in Coral Gables, Florida on this 5th day of September, 2001. Steiner Leisure Limited By: /s/ Leonard I. Fluxman ------------------------------------- Leonard I. Fluxman President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-39927) has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- * Chairman September 5, 2001 -------------------------- Clive E. Warshaw /s/ Leonard I. Fluxman President, Chief Executive Officer and Director September 5, 2001 ---------------------- (Principal Executive Officer) Leonard I. Fluxman /s/ Carl S. St. Philip, Jr. Vice President-Chief Financial Officer and Secretary September 5, 2001 --------------------------- (Principal Financial Officer and Principal Accounting Carl S. St. Philip, Jr. Officer) * Executive Vice President and Director September 5, 2001 --------------------------- Michele Steiner Warshaw * Director September 5, 2001 -------------------------- Charles D. Finkelstein * Director September 5, 2001 -------------------------- Jonathan D. Mariner * Director September 5, 2001 -------------------------- Steven J. Preston * By Power of Attorney
4 5 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.1 Amended and Restated Memorandum of Association of the Company (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999). 4.2 Amended and Restated Articles of Association of the Company (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998). 4.3 Steiner Leisure Limited Amended and Restated 1996 Share Option and Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001) 5.1* Opinion of Harry B. Sands, Lobosky and Company regarding the legality of the Common Shares being registered. 23.1* Consent of Harry B. Sands, Lobosky and Company (included in opinion filed as Exhibit 5.1) 23.2* Consent of Arthur Andersen LLP. -------------------------- * Filed herewith 5