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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 1996 REGISTRATION NO. 333-12073 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- NU SKIN ASIA PACIFIC, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) --------------- DELAWARE 5122 87-0565309 (STATE OF JURISDICTION OF (I.R.S. EMPLOYER (PRIMARY STANDARD INDUSTRIAL INCORPORATION OR CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.) ORGANIZATION) 75 WEST CENTER STREET PROVO, UTAH 84601 (801) 345-6100 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) STEVEN J. LUND, PRESIDENT NU SKIN ASIA PACIFIC, INC. 75 WEST CENTER STREET PROVO, UTAH 84601 (801) 345-6100 (NAME, AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) -------------- COPIES TO: NOLAN S. TAYLOR, ESQ. WILLIAM H. HINMAN, JR., ESQ. LEBOEUF, LAMB, GREENE & MACRAE, SHEARMAN & STERLING L.L.P. 555 CALIFORNIA STREET, SUITE 2000 1000 KEARNS BUILDING SAN FRANCISCO, CA 94104 136 SOUTH MAIN STREET TELEPHONE: (415) 616-1100 SALT LAKE CITY, UTAH 84101-1685 TELEPHONE: (801) 320-6700 -------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. -------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (1) Estimated pursuant to Rule 457(a) under the Securities Act of 1933 solely for the purposes of calculating the amount of registration fee. (2) Includes 4,100,000 shares being offered by certain stockholders of the Company. Also includes 884,317 shares and 255,683 shares which the U.S. Underwriters and the International Underwriters, respectively, have the option to purchase from certain stockholders of the Company to cover over- allotments, if any. Filing fees of $64,403.10 and $12,210.00 have been previously paid in connection with the 8,489,500 shares included in this Registration Statement as filed on September 16, 1996 and the 1,609,500 shares included in this Registration Statement as filed on September 30, 1996, respectively. (3) The amount of shares registered also includes any shares initially offered or sold outside the United States that are thereafter sold or resold in the United States. Offers and sales of shares outside the United States are being made pursuant to the exemption afforded by Rule 901 of Regulation 5 and this Registration Statement shall not be deemed effective with respect to such offers and sales. (4) Includes 174,025 shares and 50,975 shares which the U.S. Underwriters and the International Underwriters, respectively, have the option to purchase from certain stockholders of the Company, and 1,500,000 shares being offered by certain stockholders of the Company. The filing fee of $11,500 relating to these shares was partially paid by payment of $1,753.40 in connection with Amendment No. 4. (5) Pursuant to Rule 416, includes such indeterminate number of additional securities as may be required for issuance on exercise of the options as a result of any adjustment in the number of securities issuable upon such exercise by reason of the anti-dilusion provisions of the options. A filing fee of $3,793.10 has been previously paid in connection with the 2,000 shares of Class A Common Stock underlying options included in this Registration Statement as filed on September 30, 1996. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
PROPOSED MAXIMUM TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF REGISTERED REGISTERED PER SHARE PRICE(1) REGISTRATION FEE - ----------------------------------------------------------------------------------------- Class A Common Stock, .001 par value(2)(3).. 10,099,000 $22.00 $222,178,000 previously paid - ----------------------------------------------------------------------------------------- Class A Common Stock(3)(4)........... 1,725,000 $22.00 $ 37,950,000 $9,746.20 - ----------------------------------------------------------------------------------------- Options to purchase Class A Common Stock.. 2,000,000 -- -- -- - ----------------------------------------------------------------------------------------- Class A Common Stock underlying Options(5)............ 2,000,000 $5.50 $ 11,000,000 previously paid - ----------------------------------------------------------------------------------------- Total.................. -- $9,746.20 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on November 21, 1996. NU SKIN ASIA PACIFIC, INC. /s/ Steven J. Lund By: __________________________ Steven J. Lund President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 5 to the Registration Statement has been signed below on November 21, 1996 by the following persons in the capacities indicated. SIGNATURE TITLE DATE * Chairman of the - ------------------------------------- Board of Directors November 21, Blake M. Roney 1996 /s/ Steven J. Lund President and Chief - ------------------------------------- Executive Officer November 21, Steven J. Lund and Director 1996 (Principal Executive Officer) * Vice President - ------------------------------------- Finance (Principal November 21, Corey B. Lindley Financial and 1996 Accounting Officer) * Director - ------------------------------------- November 21, Sandie N. Tillotson 1996 * Director - ------------------------------------- November 21, Keith R. Halls 1996 * Director - ------------------------------------- November 21, Brooke B. Roney 1996 * Director - ------------------------------------- November 21, Kirk V. Roney 1996 II-5 SIGNATURE TITLE DATE * Director - ------------------------------------- November 21, Max E. Esplin 1996 * Director - ------------------------------------- November 21, Max L. Pinegar 1996 /s/ Steven J. Lund *By: ________________________________ Steven J. Lund asattorney-in-fact for each of the persons indicated II-6