<PAGE>
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1999

                                                       REGISTRATION NO. 33-91954
                                                      REGISTRATION NO. 333-50011
                                                      REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      AND
                     POST-EFFECTIVE AMENDMENT NOS. 1 AND 2
                      TO FORM S-8 REGISTRATION STATEMENTS
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------

                             BLYTH INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                           <C>
                          DELAWARE                                                     36-2984916
       (State or other jurisdiction of incorporation)                     (I.R.S. Employer Identification No.)
</TABLE>

                         ------------------------------

                              100 FIELD POINT ROAD
                          GREENWICH, CONNECTICUT 06830
              (Address of Principal Executive Offices) (Zip Code)
                         ------------------------------

              AMENDED AND RESTATED 1994 EMPLOYEE STOCK OPTION PLAN
               1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full Title of the Plan)

                               ROBERT B. GOERGEN
                CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                             BLYTH INDUSTRIES, INC.
                              100 FIELD POINT ROAD
                          GREENWICH, CONNECTICUT 06830
                                 (203) 661-1926
(Name, address and telephone number, including area code, of agent for service)
                         ------------------------------

                                   COPIES TO:

<TABLE>
<S>                                          <C>
          BRUCE D. KREIGER, ESQ.                      HAROLD B. FINN III, ESQ.
          BLYTH INDUSTRIES, INC.                      FINN DIXON & HERLING LLP
           100 FIELD POINT ROAD                          ONE LANDMARK SQUARE
       GREENWICH, CONNECTICUT 06830                  STAMFORD, CONNECTICUT 06901
</TABLE>

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                     PROPOSED MAXIMUM     PROPOSED MAXIMUM         AMOUNT OF
            TITLE OF SECURITIES                      AMOUNT              OFFERING             AGGREGATE          REGISTRATION
              TO BE REGISTERED                TO BE REGISTERED (1)    PRICE PER SHARE      OFFERING PRICE             FEE
<S>                                           <C>                   <C>                  <C>                  <C>
Common Stock, $0.02 par value                  1,000,000 shares        $24.71875(2)        $24,718,750(2)        $6,525.75(2)
</TABLE>

(1) In addition, pursuant to Rule 416 promulgated under the Securities Act of
    1933, as amended (the "Securities Act"), this Registration Statement on
    Form S-8, Post-Effective Amendment No. 1 to Registration Statement on
    Form S-8 and Post-Effective Amendment No. 2 to Registration Statement on
    Form S-8 also covers (i) an indeterminate number of shares as may be
    required to be issued to cover possible adjustments under the "Plans"
    described herein, including, without limitation, adjustments in the event of
    stock dividends, stock splits, recapitalizations, restructurings, mergers,
    consolidations, combinations or exchanges of shares, separations, spin-offs,
    reorganizations, liquidations or other similar transactions effected without
    the receipt of consideration and which result in an increase in the number
    of outstanding shares of Common Stock of the Registrant and (ii) an
    indeterminate amount of interests to be offered or sold pursuant to the
    employee benefit plans described above.

(2) Estimated in accordance with Rule 457(h) and Rule 457(c) solely for the
    purpose of calculating the registration fee on the basis of $24.71875 per
    share, which is the average of the high and low prices of the Common Stock
    of the Registrant reported on the New York Stock Exchange on December 7,
    1999. The required fee paid herewith is in addition to $9,257.15, which is
    the aggregate amount of the fees previously paid with respect to the
    Registration Statements on Form S-8 (No. 33-91954 and 333-50011), pursuant
    to which an aggregate of 2,000,000 shares (as adjusted to reflect stock
    splits since the date of the filing thereof) were registered. Pursuant to
    Rule 429 under the Securities Act of 1933, as amended, this Registration
    Statement contains a combined prospectus that also relates to 1,500,000
    shares of Common Stock registered on Form S-8 (No. 33-91954), which became
    effective on May 5, 1995 and 500,000 shares of Common Stock registered on
    Form S-8 (No. 333-50011), which became effective on April 13, 1998. This
    Registration Statement, which is a new registration statement, also
    constitutes Post-Effective Amendment No. 2 to the Registrant's Registration
    Statement on Form S-8 (No. 33-91954)("Post Effective Amendment No. 2") and
    Post Effective Amendment No. 1 to the Registrant's Registration Statement on
    Form S-8 (No. 333-50011)("Post-Effective Amendment No. 1"), and each such
    Post-Effective Amendment shall hereafter become effective concurrently with
    the effectiveness of this Registration Statement and in accordance with
    Section 8(c) of the Securities Act of 1933, as amended.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                                EXPLANATORY NOTE

    Blyth Industries, Inc., a Delaware corporation (the "Company"), adopted the
1994 Employee Stock Option Plan, which has been amended and restated from time
to time (as amended and restated, the "Employee Plan"), and the 1994 Stock
Option Plan for Non-Employee Directors (the "Directors Plan") (collectively, the
"Plans"). An aggregate of 2,000,000 shares of the Common Stock of the Company,
$0.02 par value per share (the "Common Stock"), reserved for issuance upon the
exercise of options awarded pursuant to such Plans have been registered under
the Securities Act of 1933, as amended (the "Act").

    This Registration Statement is intended to register the issuance by the
Company of 1,000,000 additional shares of Common Stock which may be issued by
the Company pursuant to the exercise of options that may be subsequently awarded
under the Plans.

    Also, this Registration Statement, Post-Effective Amendment No. 1 and
Post-Effective Amendment No. 2, and the reoffer prospectus included herein, are
intended to register for reoffer and/or resale shares of Common Stock that have
been issued upon exercise of options previously awarded under the Plans and
shares that may be acquired in the future upon exercise of options awarded under
the Plans by persons who may be considered affiliates of the Company as defined
by Rule 405 under the Act.

    The materials constituting the reoffer prospectus have been prepared
pursuant to Part I of Form S-3, in accordance with General Instruction C to
Form S-8.
<PAGE>
REOFFER PROSPECTUS

                             UP TO 3,000,000 SHARES

                             BLYTH INDUSTRIES, INC.

                                  COMMON STOCK

    This Prospectus relates to the resale of up to 3,000,000 shares of Common
Stock, $0.02 par value ("Common Stock"), of Blyth Industries, Inc. (the
"Company", "Blyth" or "we" or "us") which may in the future be issued pursuant
to the exercise of options awarded to date, and which in the future may be
awarded, under the Company's Amended and Restated 1994 Employee Stock Option
Plan (as amended, the "Employee Plan") and Blyth's 1994 Stock Option Plan for
Non-Employee Directors (the "Directors Plan" and, together with the Employee
Plan, the "Plans") to, and which may be offered for resale from time to time by,
certain employees and directors of Blyth and its subsidiaries named in Annex I
hereto (the "Selling Stockholders"). See "Selling Stockholders."

    Blyth will not receive any of the proceeds from the sale of the Common Stock
offered hereby (hereinafter, the "Securities"). Blyth will pay all of the
expenses associated with the registration of the Securities and this Prospectus.
The Selling Stockholders will pay the other costs, if any, associated with any
sale of the Securities. The Selling Stockholders and any broker executing
selling orders on behalf of the Selling Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), in which event commissions received by such broker may be
deemed to be underwriting commissions under the Securities Act.

    The Common Stock is traded on the New York Stock Exchange ("NYSE") under the
symbol "BTH." On December 7, 1999, the last reported sales price of the Common
Stock on the NYSE was $25.00 per share.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
     EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
        SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
             COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                THIS PROSPECTUS. ANY REPRESENTATION TO THE
                      CONTRARY IS A CRIMINAL OFFENSE.

                               DECEMBER 10, 1999
<PAGE>
                      WHERE YOU CAN FIND MORE INFORMATION

    We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (which is referred to
herein as the "SEC"). You may read and copy any of these documents at the SEC's
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public at the
SEC's Internet website at http://www.sec.gov. The SEC allows us to incorporate
by reference the information we file with them, which means that we can disclose
important information to you by referring you to those documents.

    The information incorporated by reference is considered to be part of this
Prospectus, and later information that we file with the SEC will automatically
update and supersede this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, until
the sale of all of the Securities is complete:

    - Our Annual Report on Form 10-K for the year ended January 31, 1999,
      including portions of our Proxy Statement dated April 30, 1999 relating to
      our 1999 Annual Meeting of Stockholders and portions of our Annual Report
      to Stockholders for the fiscal year ended January 31, 1999, which are
      incorporated therein by reference.

    - Our Proxy Statement dated April 30, 1999.

    - Our Quarterly Reports on Form 10-Q for the fiscal quarters ended
      April 30, 1999 and July 31, 1999.

    - The description of our Common Stock which is contained in the registration
      statement on Form 8-A filed by us on April 19, 1994.

    - Our Current Reports on Form 8-K filed on April 1, 1999, May 28, 1999,
      September 3, 1999, September 28, 1999, December 2, 1999 and December 10,
      1999.

    You may receive a copy of any of these filings, at no cost, by writing or
calling Blyth Industries, Inc., Investor Relations, 100 Field Point Road,
Greenwich, Connecticut, 06830-6442, telephone number (203) 661-1926.

    We have filed with the SEC Registration Statements to register the
Securities under the Securities Act. This Prospectus is part of those
Registration Statements, but omits certain information contained in the
Registration Statements as permitted by SEC rules. You may obtain copies of the
Registration Statements, including exhibits, as noted in the first paragraph
above.

                           FORWARD-LOOKING STATEMENTS

    Certain statements under the heading "Summary Information About Blyth" in
this Prospectus, as well as certain information incorporated by reference as
described under the heading "Where You Can Find More Information," constitute
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995.

    Forward-looking statements give our current expectations or forecasts of
future events. You can usually identify these statements by the fact that they
do not relate strictly to historical or current facts. They often use words such
as "anticipate", "estimate", "project", "intend", "plan", "believe," and other
words and terms of similar meaning in connection with any discussion of future
operating or financial performance. In particular, these include statements
relating to future actions, prospective products or product approvals, future
performance or results of current and anticipated products, sales efforts,
expenses, the outcome of contingencies such as legal proceedings, and future
financial results.

    Any or all of our forward-looking statements in this Prospectus and
information incorporated by reference may turn out to be wrong. They can be
affected by inaccurate assumptions we might make or by

                                       2
<PAGE>
known or unknown risks and uncertainties. Many factors mentioned in this
discussion--for example, product competition and the competitive
environment--will be important in determining future results. Consequently, no
forward-looking statement can be guaranteed. Actual future results may vary
materially.

    The following are some of the factors that we think could cause our actual
results to differ materially from expected and historical results:

    - Our ability to maintain our present growth rate,

    - Our ability to respond to increased product demand,

    - Risks associated with international sales and foreign sourcing of
      products,

    - Our dependence on key management personnel,

    - Competition, and

    - Other factors discussed in our filings with the SEC.

    Factors other than those listed here could also adversely affect the
Company.

                        SUMMARY INFORMATION ABOUT BLYTH

    We operate in the home fragrance products market. We are a leader in the
design, manufacture, marketing and distribution of an extensive line of home
fragrance products, including scented candles, outdoor citronella candles,
potpourri and environmental fragrance products. Closely complementing these
products is a broad range of candle accessories and decorative gift bags and
tags. These products are sold under various brand names through a wide variety
of distribution channels. We are also a producer of portable heating fuel and
other institutional heating and lighting products sold, under various brand
names, both domestically and internationally through independent sales
representatives and distributors. We have operations inside and outside the
United States and sell our products worldwide. Our principal offices are located
at 100 Field Point Road, Greenwich, Connecticut, 06830-6442 and our telephone
number is (203) 661-1926. A more detailed description of our business is
contained in our Annual Report on Form 10-K for the year ended January 31, 1999,
which we have incorporated in this Prospectus by reference.

                              SELLING STOCKHOLDERS

    The table attached as Annex I hereto sets forth, as of the date of this
Prospectus or a subsequent date if amended or supplemented: (a) the name of each
Selling Stockholder and his or her relationship to the Company during the past
three years; (b) the number of shares of Common Stock that each Selling
Stockholder beneficially owns (assuming that all options to acquire shares are
exercisable within 60 days, although certain options actually vest over a period
of time); (c) the number of Securities offered pursuant to this Prospectus by
each Selling Stockholder (assuming that all options are fully exercisable); and
(d) the amount and percentage of the Common Stock outstanding to be held by such
Selling Stockholder after completion of the sale of the Securities offered
pursuant to this Prospectus. The information contained in Annex I may be amended
or supplemented from time to time.

                                USE OF PROCEEDS

    The Company will not receive any of the proceeds from the sale of the
Securities offered hereby.

                              PLAN OF DISTRIBUTION

    The Securities may be offered and sold from time to time by the Selling
Stockholders. The Selling Stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. Sales may be
made on the New York Stock Exchange or in private transactions or in a

                                       3
<PAGE>
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders may
from time to time enter into short sales and use the Securities to cover such
short positions. The Selling Stockholders and any persons who participate in the
distribution of the Securities may be deemed to be underwriters within the
meaning of the Securities Act, and any discounts, commissions or concessions
received by them and any discounts, commissions or concessions provided pursuant
to the sale of Securities by them might be deemed to be underwriting discounts
and commissions under the Securities Act. In addition, any Securities covered by
this Prospectus which qualify for resale pursuant to Rule 144 promulgated under
the Securities Act may be resold pursuant to Rule 144 rather than pursuant to
this Prospectus. There is no assurance that any of the Selling Stockholders will
offer for sale or sell any or all of the Securities covered by this Prospectus.

                                 LEGAL COUNSEL

    Finn Dixon & Herling LLP, Stamford, Connecticut, as our counsel, has issued
an opinion as to the legality of the Securities. As of the date hereof, certain
attorneys who are partners of, or employed by, Finn Dixon & Herling LLP, and who
have provided advice with respect to the offer and sale of the Securities,
beneficially own an aggregate of 15,000 shares of Common Stock.

                                    EXPERTS

    The audited consolidated financial statements and schedule of the Company
and its subsidiaries as of January 31, 1999 and 1998 and for each of the two
fiscal years ended January 31, 1999, incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1999, have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in accounting and auditing.

    The audited consolidated financial statements and schedule of the Company
and its subsidiaries for the fiscal year ended January 31, 1997, incorporated by
reference to the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1999 into this Prospectus and elsewhere into the Registration
Statement of which this Prospectus forms a part, have been incorporated by
reference in reliance upon the reports of Grant Thornton LLP, independent
certified public accountants, and upon the authority of that firm as experts in
accounting and auditing.

                                INDEMNIFICATION

LIMITATION OF DIRECTORS' LIABILITY

    The Delaware General Corporation Law ("DGCL") provides that a corporation's
certificate of incorporation may include a provision limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director. However, no such provision
can eliminate or limit the liability of a director (i) for any breach of
fiduciary duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or
knowing violation of the law, (iii) under Section 174 of the DGCL, which relates
to liability for unlawful payments of dividends or unlawful stock repurchases or
redemptions, (iv) for any transactions from which the director derived an
improper personal benefit, or (v) for any act or omission prior to the adoption
of such provision in the certificate of incorporation. The Company's Restated
Certificate of Incorporation contains a provision eliminating the personal
liability for money damages of its directors to the full extent permitted under
the DGCL.

INDEMNIFICATION AND INSURANCE

    The DGCL contains provisions setting forth conditions under which a
corporation may indemnify its directors and officers. The Company's Restated
Certificate of Incorporation and Restated By-Laws

                                       4
<PAGE>
provide that a director or officer who is a party to any action, suit, or
proceeding shall be entitled to be indemnified by the Company to the extent
permitted by the DGCL against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement incurred by such director or officer in
connection with such action, suit or proceeding. The Company maintains a
standard form of officers' and directors' liability insurance policy which
provides coverage to the officers and directors of the Company for certain
liabilities.

AGREEMENTS

    We have entered into indemnity agreements with directors which obligate us
to indemnify them to the fullest extent permitted by the DGCL.

                                       5
<PAGE>
                                    ANNEX I
                              SELLING STOCKHOLDERS

    Set forth below is: (a) the name of each Selling Stockholder and his or her
relationship to Blyth during the past three years; (b) the number of shares of
Common Stock that each Selling Stockholder beneficially owns (assuming that all
options to acquire shares are exercisable within 60 days, although certain
options actually vest over a period of time); (c) the number of Securities
offered pursuant to this Prospectus by each Selling Stockholder (assuming that
all options are fully exercisable); and (d) the amount and percentage of the
Common Stock outstanding to be held by such Selling Stockholder after completion
of the sale of Securities offered pursuant to this Prospectus. Notwithstanding
their inclusion in this Annex I, all of the Selling Stockholders expressly
disclaim that they are affiliates of Blyth. The Selling Stockholders are listed
herein, whether or not they have a present intent to resell.

<TABLE>
<CAPTION>
                                                NO. OF
                                             BENEFICIALLY                    NO. OF SHARES       PERCENTAGE
                           RELATIONSHIPS TO     SHARES      NO. OF SHARES     OWNED AFTER        OWNERSHIP
NAME OF BENEFICIAL OWNER     THE COMPANY        OWNED       OFFERED HEREBY     OFFERING      AFTER THE OFFERING
------------------------   ----------------  ------------   --------------   -------------   ------------------
<S>                        <C>               <C>            <C>              <C>             <C>
Roger A. Anderson (1)....     Director           412,458         7,500           404,958               *
John W. Burkhart (2).....     Director           594,804         7,500           587,304            1.22%
Pamela M. Goergen (3)....     Director        13,086,725         7,500        13,079,255            27.2%
Neal I. Goldman..........     Director           127,500         4,500           123,000               *
Roger H. Morley..........     Director             6,000         6,000                --               *
John E. Preschlack (4)...     Director           176,710         7,500           169,210               *
Frederick H. Stephens,        Director             9,600         6,000             3,600               0
  Jr.....................
Howard E. Rose...........  Vice Chairman         104,509        24,000            80,509               *
                           and Director;
                           previously Vice
                           President and
                           Chief Financial
                              Officer
Albert A. Bergeron (5)...  Vice President        179,032        92,000            87,032               *
Richard T. Browning        Vice President        106,300       105,000             1,300               *
  (6)....................    and Chief
                             Financial
                              Officer
Bruce G. Crain (7).......  Vice President        127,000       125,000             2,000               *
Elwood L. La Forge,        Vice President        114,503       109,500             5,003               *
  Jr.....................
</TABLE>

------------------------

*   Represents less than 1%.

(1) All share amounts (other than "No. of shares offered hereby") include
    404,958 shares held by Galena Partners, Ltd., a limited partnership of which
    Mr. Anderson is a managing general partner. Mr. Anderson disclaims
    beneficial ownership of the shares held by Galena Partners, Ltd.

(2) All share amounts (other than "No. of shares offered hereby") include
    189,300 shares held of record by Breezy Hill Enterprises, Inc. Pension Plan,
    of which Mr. Burkhart is trustee, and 276,564 shares held by Mr. Burkhart's
    spouse. Mr. Burkhart disclaims beneficial ownership of the shares held by
    his spouse.

(3) All share amounts (other than "No. of shares offered hereby") include
    12,662,945 shares held by Robert B. Goergen, Mrs. Goergen's spouse.
    Mrs. Goergen disclaims beneficial ownership of the shares held by her
    spouse, Robert B. Goergen.

                                       6
<PAGE>
(4) All share amounts (other than "No. of shares offered hereby") include 18,000
    shares held by Jaclyn Holdings, L.P., a limited partnership of which
    Mr. Preschlack is a general partner. Mr. Preschlack disclaims beneficial
    ownership of the shares held by Jaclyn Holdings, L.P.

(5) All share amounts (other than "No. of shares offered hereby") include 3,600
    shares held by Mr. Bergeron's spouse and children. Mr. Bergeron disclaims
    beneficial ownership of the shares held by his spouse and children.

(6) All share amounts (other than "No. of shares offered hereby") includes 300
    shares held by Mr. Browning's spouse. Mr. Browning disclaims beneficial
    ownership of the shares held by his spouse.

(7) All share amounts (other than "No. of shares offered hereby") include 1,000
    shares held by trust for the benefit of Anita G. Crain, of which Mr. Crain
    is a trustee. Mr. Crain disclaims beneficial ownership of the shares held by
    the trust.

                                       7
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                             UP TO 3,000,000 SHARES

                             BLYTH INDUSTRIES, INC.

                                  COMMON STOCK

                               ------------------

                               REOFFER PROSPECTUS

                             ---------------------

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
WHERE YOU CAN FIND MORE INFORMATION.........................   2
FORWARD-LOOKING STATEMENTS..................................   2
SUMMARY INFORMATION ABOUT BLYTH.............................   3
SELLING STOCKHOLDERS........................................   3
USE OF PROCEEDS.............................................   4
PLAN OF DISTRIBUTION........................................   4
LEGAL COUNSEL...............................................   4
EXPERTS.....................................................   4
INDEMNIFICATION.............................................   5
ANNEX I--SELLING STOCKHOLDERS...............................   6
</TABLE>

                            ------------------------

    WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS CONCERNING THE OFFERING OF THE SECURITIES EXCEPT THAT WHICH IS
IN THE PROSPECTUS, OR WHICH IS REFERRED TO UNDER THE HEADING "WHERE YOU CAN FIND
MORE INFORMATION" IN THE PROSPECTUS. IF ANYONE GIVES OR MAKES ANY OTHER
INFORMATION OR REPRESENTATION, YOU SHOULD NOT RELY ON IT. THE PROSPECTUS IS NOT
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SECURITIES WHICH ARE REFERRED TO IN THE PROSPECTUS. THE PROSPECTUS IS NOT AN
OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY SECURITIES IN ANY
CIRCUMSTANCES IN WHICH THE OFFER OR SOLICITATION IS UNLAWFUL. YOU SHOULD NOT
INTERPRET THE DELIVERY OF THE PROSPECTUS, OR ANY SALE OF SECURITIES, AS AN
INDICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE OF THE
PROSPECTUS. YOU SHOULD ALSO BE AWARE THAT INFORMATION IN THE PROSPECTUS MAY
CHANGE AFTER THIS DATE.

                            ------------------------

                               DECEMBER 10, 1999

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

    There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "SEC"):

        (a) The Company's Annual Report on Form 10-K for the year ended
    January 31, 1999, including portions of the Company's Proxy Statement dated
    April 30, 1999 relating to the Company's 1999 Annual Meeting of Stockholders
    and portions of the Company's Annual Report to Stockholders for the fiscal
    year ended January 31, 1999, which are incorporated therein by reference.

        (b) The Company's Proxy Statement dated April 30, 1999.

        (c) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
    ended April 30, 1999 and July 31, 1999.

        (d) The description of the Common Stock of the Company which is
    contained in the registration statement on Form 8-A filed by the Company on
    April 19, 1994.

        (e) The Company's Current Reports on Form 8-K filed on April 1, 1999,
    May 28, 1999, September 3, 1999, September 28, 1999, December 2, 1999 and on
    the date hereof.

    All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, on or after the date of this Registration Statement and 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 part hereof from the date of filing of such reports or documents.

ITEM 4. DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Reference is made to the information contained in the Reoffer Prospectus
included in Part I of this Registration Statement under the heading "Legal
Counsel."

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Pursuant to Section 102(b)(7) of the Delaware Corporation Law (the "DGCL"),
Article VI of the Registrant's Restated Certificate of Incorporation (the
"Certificate of Incorporation") (filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (No. 33-77458)) eliminates the liability of
the Registrant's directors to the Registrant or its stockholders, except for
liabilities related to breach of duty of loyalty, actions not in good faith and
certain other liabilities.

    Section 145 of the DGCL provides for indemnification by the Registrant of
its directors and officers. In addition, Article IX, Section 1 of the
Registrant's Restated By-Laws (the "By-Laws") (filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (No. 33-77458)) requires the
Registrant to indemnify any current or former director or officer to the fullest
extent permitted by the DGCL. In addition, the Registrant has entered into
indemnity agreements with its directors (a form of which is filed as
Exhibit 10.15 to the Registrant's Registration Statement on Form S-1
(No. 33-77458)), which obligate the Registrant to indemnify such directors to
the fullest extent permitted by the DGCL.

                                      II-1
<PAGE>
    The Registrant maintains insurance for the benefit of its directors and
officers and the directors and officers of its subsidiaries insuring such
persons against liabilities, including liabilities under the securities laws.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO.
-----------
<C>                     <S>
         3.1            Restated Certificate of Incorporation of the Company
                        (incorporated by reference to Exhibit 3.1 of the Company's
                        Registration Statement on Form S-1 (No. 33-77458)).

         3.2            Restated By-Laws of the Company (incorporated by reference
                        to Exhibit 3.2 of the Company's Registration Statement on
                        Form S-1 No. 33-77458)).

         4.1            Amended and Restated 1994 Employee Stock Option Plan of the
                        Company (incorporated by reference to Exhibit 4.1 to the
                        Company's Current Report on Form 8-K as filed with the SEC
                        on the date hereof).

         4.2            Form of Nontransferable Incentive Stock Option Agreement
                        under the Amended and Restated 1994 Employee Stock Option
                        Plan of the Company (incorporated by reference to Exhibit
                        4.2 to the Company's Quarterly Report on Form 10-Q for the
                        fiscal quarter ended July 31, 1996).

         4.3            Form of Nontransferable Non-Qualified Stock Option Agreement
                        under the Amended and Restated 1994 Employee Stock Option
                        Plan of the Company (incorporated by reference to Exhibit
                        4.3 to the Company's Quarterly Report on Form 10-Q for the
                        fiscal quarter ended July 31, 1996).

         4.4            1994 Stock Option Plan for Non-Employee Directors
                        (incorporated by reference to Exhibit 4.4 to the Company's
                        Quarterly Report on Form 10-Q for the fiscal quarter ended
                        July 31, 1996).

         4.5            Form of Stock Option Agreement under the 1994 Stock Option
                        Plan for Non-Employee Directors of the Company (incorporated
                        by reference to Exhibit 4.5 to the Company's Registration
                        Statement on Form S-1 (No. 33-77458)).

        5.1*            Opinion of Finn Dixon & Herling LLP as to legality of
                        securities being registered.

       23.1*            Consent of PricewaterhouseCoopers LLP.

       23.2*            Consent of Grant Thornton LLP.

        23.3            Consent of Finn Dixon & Herling LLP (contained in Exhibit
                        5.1 hereto).

        24.1            Power of Attorney (included on the signature pages).
</TABLE>

------------------------

*   Filed herewith.

ITEM 9. UNDERTAKINGS.

    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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be

                                      II-2
<PAGE>
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.

    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 DGCL, the Certificate of Incorporation and By-Laws,
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 such Securities Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
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 such
Securities Act and will be governed by the final adjudication of such issue.

    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; and

           (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 clauses (1)(i) and (1)(ii) shall not apply 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 SEC by the Registrant under Section 13 or Section 15(d) of the
       1934 Act that are incorporated by reference in this 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.

                                      II-3
<PAGE>
                                   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, Post-Effective Amendment No. 1 to Registration Statement on Form S-8
and Post-Effective Amendment No. 2 to Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Greenwich, State of Connecticut, on this 10th day of December, 1999.

<TABLE>
<S>                                                    <C>  <C>
                                                       BLYTH INDUSTRIES, INC.

                                                       BY:            /S/ ROBERT B. GOERGEN
                                                            -----------------------------------------
                                                                        Robert B. Goergen,
                                                                      CHAIRMAN OF THE BOARD,
                                                              CHIEF EXECUTIVE OFFICER AND PRESIDENT
</TABLE>

                               POWERS OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert B. Goergen, Richard T. Browning and Bruce
D. Kreiger, jointly and severally, his or her attorneys-in-fact, each with the
power of substitution for him or her in any and all capacities, to sign any
amendments (including post-effective amendments) to each Registration Statement
on Form S-8 (including Nos. 33-91954 and 333-50011, and the Registration
Statement on Form S-8 covering 1,000,000 additional shares), and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8, Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 and Post-Effective Amendment No. 2 to
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                      SIGNATURE                                   TITLE                   DATE
                      ---------                                   -----                   ----
<C>                                                    <S>                          <C>
                                                       Chairman, Chief Executive
                /s/ ROBERT B. GOERGEN                    Officer and President;
     -------------------------------------------         Director (Principal        December 10, 1999
                  Robert B. Goergen                      Executive Officer)

                                                       Vice President and Chief
               /s/ RICHARD T. BROWNING                   Financial Officer
     -------------------------------------------         (Principal Financial and   December 10, 1999
                 Richard T. Browning                     Accounting Officer)

                 /s/ HOWARD E. ROSE                    Vice Chairman and Director
     -------------------------------------------                                    December 10, 1999
                   Howard E. Rose
</TABLE>

                                      S-1
<PAGE>

<TABLE>
<CAPTION>
                      SIGNATURE                                   TITLE                   DATE
                      ---------                                   -----                   ----
<C>                                                    <S>                          <C>
                /s/ ROGER A. ANDERSON                  Director
     -------------------------------------------                                    December 10, 1999
                  Roger A. Anderson

                /s/ JOHN W. BURKHART                   Director
     -------------------------------------------                                    December 10, 1999
                  John W. Burkhart

                /s/ PAMELA M. GOERGEN                  Director
     -------------------------------------------                                    December 10, 1999
                  Pamela M. Goergen

                 /s/ NEAL I. GOLDMAN                   Director
     -------------------------------------------                                    December 10, 1999
                   Neal I. Goldman

                 /s/ ROGER H. MORLEY                   Director
     -------------------------------------------                                    December 10, 1999
                   Roger H. Morley

               /s/ JOHN E. PRESCHLACK                  Director
     -------------------------------------------                                    December 10, 1999
                 John E. Preschlack

           /s/ FREDERICK H. STEPHENS, JR.              Director
     -------------------------------------------                                    December 10, 1999
             Frederick H. Stephens, Jr.
</TABLE>

                                      S-2
<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.                                     DESCRIPTION
-----------             ------------------------------------------------------------
<C>                     <S>
         3.1            Restated Certificate of Incorporation of the Company
                        (incorporated by reference to Exhibit 3.1 of the Company's
                        Registration Statement on Form S-1 (No. 33-77458)).

         3.2            Restated By-Laws of the Company (incorporated by reference
                        to Exhibit 3.2 of the Company's Registration Statement on
                        Form S-1 (No. 33-77458)).

         4.1            Amended and Restated 1994 Employee Stock Option Plan
                        (incorporated by reference to Exhibit 4.1 to the Company's
                        Current Report on Form 8-K, as filed with the SEC on the
                        date hereof).

         4.2            Amended and Restated Form of Nontransferable Incentive Stock
                        Option Agreement under the 1994 Employee Stock Option Plan
                        of the Company (incorporated by reference to Exhibit 4.2 to
                        the Company's Quarterly Report on Form 10-Q for the fiscal
                        quarter ended July 31, 1996).

         4.3            Amended and Restated Form of Nontransferable Non-Qualified
                        Stock Option Agreement under the 1994 Employee Stock Option
                        Plan of the Company (incorporated by reference to Exhibit
                        4.3 to the Company's Quarterly Report on Form 10-Q for the
                        fiscal quarter ended July 31, 1996).

         4.4            1994 Stock Option Plan for Non-Employee Directors
                        (incorporated by reference to Exhibit 4.4 to the Company's
                        Quarterly Report on Form 10-Q for the fiscal quarter ended
                        July 31, 1996).

         4.5            Form of Stock Option Agreement under the 1994 Stock Option
                        Plan for Non-Employee Directors of the Company (incorporated
                        by reference to Exhibit 4.5 to the Company's Registration
                        Statement on Form S-1 (No. 33-77458)).

         5.1*           Opinion of Finn Dixon & Herling LLP as to legality of
                        securities being registered.

        23.1*           Consent of PricewaterhouseCoopers LLP.

        23.2*           Consent of Grant Thornton LLP.

        23.3            Consent of Finn Dixon & Herling LLP (contained in Exhibit
                        5.1 hereto).

        24.1            Power of Attorney (included on the signature pages).
</TABLE>

------------------------

*   Filed herewith
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 49017}]
{"company-data": {"conformed-name": "BLYTH INDUSTRIES INC", "cik": "0000921503", "assigned-sic": "3990", "irs-number": "362984916", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92557", "film-number": "99772900"}, "business-address": {"street1": "100 FIELD POINT RD", "city": "GREENWICH", "state": "CT", "zip": "06830", "phone": "2036611926"}, "mail-address": {"street1": "100 FIELD POINT RD", "city": "GREENWICH", "state": "CT", "zip": "06830"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1999

                                                       REGISTRATION NO. 33-91954
                                                      REGISTRATION NO. 333-50011
                                                      REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      AND
                     POST-EFFECTIVE AMENDMENT NOS. 1 AND 2
                      TO FORM S-8 REGISTRATION STATEMENTS
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------

                             BLYTH INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                                     36-2984916
       (State or other jurisdiction of incorporation)                     (I.R.S. Employer Identification No.)
------------------------------

                              100 FIELD POINT ROAD
                          GREENWICH, CONNECTICUT 06830
              (Address of Principal Executive Offices) (Zip Code)
                         ------------------------------

              AMENDED AND RESTATED 1994 EMPLOYEE STOCK OPTION PLAN
               1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full Title of the Plan)

                               ROBERT B. GOERGEN
                CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                             BLYTH INDUSTRIES, INC.
                              100 FIELD POINT ROAD
                          GREENWICH, CONNECTICUT 06830
                                 (203) 661-1926
(Name, address and telephone number, including area code, of agent for service)
                         ------------------------------

                                   COPIES TO:
BRUCE D. KREIGER, ESQ.                      HAROLD B. FINN III, ESQ.
          BLYTH INDUSTRIES, INC.                      FINN DIXON & HERLING LLP
           100 FIELD POINT ROAD                          ONE LANDMARK SQUARE
       GREENWICH, CONNECTICUT 06830                  STAMFORD, CONNECTICUT 06901
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM     PROPOSED MAXIMUM         AMOUNT OF
            TITLE OF SECURITIES                      AMOUNT              OFFERING             AGGREGATE          REGISTRATION
              TO BE REGISTERED                TO BE REGISTERED (1)    PRICE PER SHARE      OFFERING PRICE             FEE
Common Stock, $0.02 par value                  1,000,000 shares        $24.71875(2)        $24,718,750(2)        $6,525.75(2)
(1) In addition, pursuant to Rule 416 promulgated under the Securities Act of
    1933, as amended (the "Securities Act"), this Registration Statement on
    Form S-8, Post-Effective Amendment No. 1 to Registration Statement on
    Form S-8 and Post-Effective Amendment No. 2 to Registration Statement on
    Form S-8 also covers (i) an indeterminate number of shares as may be
    required to be issued to cover possible adjustments under the "Plans"
    described herein, including, without limitation, adjustments in the event of
    stock dividends, stock splits, recapitalizations, restructurings, mergers,
    consolidations, combinations or exchanges of shares, separations, spin-offs,
    reorganizations, liquidations or other similar transactions effected without
    the receipt of consideration and which result in an increase in the number
    of outstanding shares of Common Stock of the Registrant and (ii) an
    indeterminate amount of interests to be offered or sold pursuant to the
    employee benefit plans described above.

(2) Estimated in accordance with Rule 457(h) and Rule 457(c) solely for the
    purpose of calculating the registration fee on the basis of $24.71875 per
    share, which is the average of the high and low prices of the Common Stock
    of the Registrant reported on the New York Stock Exchange on December 7,
    1999. The required fee paid herewith is in addition to $9,257.15, which is
    the aggregate amount of the fees previously paid with respect to the
    Registration Statements on Form S-8 (No. 33-91954 and 333-50011), pursuant
    to which an aggregate of 2,000,000 shares (as adjusted to reflect stock
    splits since the date of the filing thereof) were registered. Pursuant to
    Rule 429 under the Securities Act of 1933, as amended, this Registration
    Statement contains a combined prospectus that also relates to 1,500,000
    shares of Common Stock registered on Form S-8 (No. 33-91954), which became
    effective on May 5, 1995 and 500,000 shares of Common Stock registered on
    Form S-8 (No. 333-50011), which became effective on April 13, 1998. This
    Registration Statement, which is a new registration statement, also
    constitutes Post-Effective Amendment No. 2 to the Registrant's Registration
    Statement on Form S-8 (No. 33-91954)("Post Effective Amendment No. 2") and
    Post Effective Amendment No. 1 to the Registrant's Registration Statement on
    Form S-8 (No. 333-50011)("Post-Effective Amendment No. 1"), and each such
    Post-Effective Amendment shall hereafter become effective concurrently with
    the effectiveness of this Registration Statement and in accordance with
    Section 8(c) of the Securities Act of 1933, as amended.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
EXPLANATORY NOTE

    Blyth Industries, Inc., a Delaware corporation (the "Company"), adopted the
1994 Employee Stock Option Plan, which has been amended and restated from time
to time (as amended and restated, the "Employee Plan"), and the 1994 Stock
Option Plan for Non-Employee Directors (the "Directors Plan") (collectively, the
"Plans"). An aggregate of 2,000,000 shares of the Common Stock of the Company,
$0.02 par value per share (the "Common Stock"), reserved for issuance upon the
exercise of options awarded pursuant to such Plans have been registered under
the Securities Act of 1933, as amended (the "Act").

    This Registration Statement is intended to register the issuance by the
Company of 1,000,000 additional shares of Common Stock which may be issued by
the Company pursuant to the exercise of options that may be subsequently awarded
under the Plans.

    Also, this Registration Statement, Post-Effective Amendment No. 1 and
Post-Effective Amendment No. 2, and the reoffer prospectus included herein, are
intended to register for reoffer and/or resale shares of Common Stock that have
been issued upon exercise of options previously awarded under the Plans and
shares that may be acquired in the future upon exercise of options awarded under
the Plans by persons who may be considered affiliates of the Company as defined
by Rule 405 under the Act.

    The materials constituting the reoffer prospectus have been prepared
pursuant to Part I of Form S-3, in accordance with General Instruction C to
Form S-8.
REOFFER PROSPECTUS

                             UP TO 3,000,000 SHARES

                             BLYTH INDUSTRIES, INC.

                                  COMMON STOCK

    This Prospectus relates to the resale of up to 3,000,000 shares of Common
Stock, $0.02 par value ("Common Stock"), of Blyth Industries, Inc. (the
"Company", "Blyth" or "we" or "us") which may in the future be issued pursuant
to the exercise of options awarded to date, and which in the future may be
awarded, under the Company's Amended and Restated 1994 Employee Stock Option
Plan (as amended, the "Employee Plan") and Blyth's 1994 Stock Option Plan for
Non-Employee Directors (the "Directors Plan" and, together with the Employee
Plan, the "Plans") to, and which may be offered for resale from time to time by,
certain employees and directors of Blyth and its subsidiaries named in Annex I
hereto (the "Selling Stockholders"). See "Selling Stockholders."

    Blyth will not receive any of the proceeds from the sale of the Common Stock
offered hereby (hereinafter, the "Securities"). Blyth will pay all of the
expenses associated with the registration of the Securities and this Prospectus.
The Selling Stockholders will pay the other costs, if any, associated with any
sale of the Securities. The Selling Stockholders and any broker executing
selling orders on behalf of the Selling Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), in which event commissions received by such broker may be
deemed to be underwriting commissions under the Securities Act.

    The Common Stock is traded on the New York Stock Exchange ("NYSE") under the
symbol "BTH." On December 7, 1999, the last reported sales price of the Common
Stock on the NYSE was $25.00 per share.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
     EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
        SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
             COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                THIS PROSPECTUS. ANY REPRESENTATION TO THE
                      CONTRARY IS A CRIMINAL OFFENSE.

                               DECEMBER 10, 1999
WHERE YOU CAN FIND MORE INFORMATION

    We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (which is referred to
herein as the "SEC"). You may read and copy any of these documents at the SEC's
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public at the
SEC's Internet website at http://www.sec.gov. The SEC allows us to incorporate
by reference the information we file with them, which means that we can disclose
important information to you by referring you to those documents.

    The information incorporated by reference is considered to be part of this
Prospectus, and later information that we file with the SEC will automatically
update and supersede this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, until
the sale of all of the Securities is complete:

    - Our Annual Report on Form 10-K for the year ended January 31, 1999,
      including portions of our Proxy Statement dated April 30, 1999 relating to
      our 1999 Annual Meeting of Stockholders and portions of our Annual Report
      to Stockholders for the fiscal year ended January 31, 1999, which are
      incorporated therein by reference.

    - Our Proxy Statement dated April 30, 1999.

    - Our Quarterly Reports on Form 10-Q for the fiscal quarters ended
      April 30, 1999 and July 31, 1999.

    - The description of our Common Stock which is contained in the registration
      statement on Form 8-A filed by us on April 19, 1994.

    - Our Current Reports on Form 8-K filed on April 1, 1999, May 28, 1999,
      September 3, 1999, September 28, 1999, December 2, 1999 and December 10,
      1999.

    You may receive a copy of any of these filings, at no cost, by writing or
calling Blyth Industries, Inc., Investor Relations, 100 Field Point Road,
Greenwich, Connecticut, 06830-6442, telephone number (203) 661-1926.

    We have filed with the SEC Registration Statements to register the
Securities under the Securities Act. This Prospectus is part of those
Registration Statements, but omits certain information contained in the
Registration Statements as permitted by SEC rules. You may obtain copies of the
Registration Statements, including exhibits, as noted in the first paragraph
above.

                           FORWARD-LOOKING STATEMENTS

    Certain statements under the heading "Summary Information About Blyth" in
this Prospectus, as well as certain information incorporated by reference as
described under the heading "Where You Can Find More Information," constitute
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995.

    Forward-looking statements give our current expectations or forecasts of
future events. You can usually identify these statements by the fact that they
do not relate strictly to historical or current facts. They often use words such
as "anticipate", "estimate", "project", "intend", "plan", "believe," and other
words and terms of similar meaning in connection with any discussion of future
operating or financial performance. In particular, these include statements
relating to future actions, prospective products or product approvals, future
performance or results of current and anticipated products, sales efforts,
expenses, the outcome of contingencies such as legal proceedings, and future
financial results.

    Any or all of our forward-looking statements in this Prospectus and
information incorporated by reference may turn out to be wrong. They can be
affected by inaccurate assumptions we might make or by

                                       2
known or unknown risks and uncertainties. Many factors mentioned in this
discussion--for example, product competition and the competitive
environment--will be important in determining future results. Consequently, no
forward-looking statement can be guaranteed. Actual future results may vary
materially.

    The following are some of the factors that we think could cause our actual
results to differ materially from expected and historical results:

    - Our ability to maintain our present growth rate,

    - Our ability to respond to increased product demand,

    - Risks associated with international sales and foreign sourcing of
      products,

    - Our dependence on key management personnel,

    - Competition, and

    - Other factors discussed in our filings with the SEC.

    Factors other than those listed here could also adversely affect the
Company.

                        SUMMARY INFORMATION ABOUT BLYTH

    We operate in the home fragrance products market. We are a leader in the
design, manufacture, marketing and distribution of an extensive line of home
fragrance products, including scented candles, outdoor citronella candles,
potpourri and environmental fragrance products. Closely complementing these
products is a broad range of candle accessories and decorative gift bags and
tags. These products are sold under various brand names through a wide variety
of distribution channels. We are also a producer of portable heating fuel and
other institutional heating and lighting products sold, under various brand
names, both domestically and internationally through independent sales
representatives and distributors. We have operations inside and outside the
United States and sell our products worldwide. Our principal offices are located
at 100 Field Point Road, Greenwich, Connecticut, 06830-6442 and our telephone
number is (203) 661-1926. A more detailed description of our business is
contained in our Annual Report on Form 10-K for the year ended January 31, 1999,
which we have incorporated in this Prospectus by reference.

                              SELLING STOCKHOLDERS

    The table attached as Annex I hereto sets forth, as of the date of this
Prospectus or a subsequent date if amended or supplemented: (a) the name of each
Selling Stockholder and his or her relationship to the Company during the past
three years; (b) the number of shares of Common Stock that each Selling
Stockholder beneficially owns (assuming that all options to acquire shares are
exercisable within 60 days, although certain options actually vest over a period
of time); (c) the number of Securities offered pursuant to this Prospectus by
each Selling Stockholder (assuming that all options are fully exercisable); and
(d) the amount and percentage of the Common Stock outstanding to be held by such
Selling Stockholder after completion of the sale of the Securities offered
pursuant to this Prospectus. The information contained in Annex I may be amended
or supplemented from time to time.

                                USE OF PROCEEDS

    The Company will not receive any of the proceeds from the sale of the
Securities offered hereby.

                              PLAN OF DISTRIBUTION

    The Securities may be offered and sold from time to time by the Selling
Stockholders. The Selling Stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. Sales may be
made on the New York Stock Exchange or in private transactions or in a

                                       3
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders may
from time to time enter into short sales and use the Securities to cover such
short positions. The Selling Stockholders and any persons who participate in the
distribution of the Securities may be deemed to be underwriters within the
meaning of the Securities Act, and any discounts, commissions or concessions
received by them and any discounts, commissions or concessions provided pursuant
to the sale of Securities by them might be deemed to be underwriting discounts
and commissions under the Securities Act. In addition, any Securities covered by
this Prospectus which qualify for resale pursuant to Rule 144 promulgated under
the Securities Act may be resold pursuant to Rule 144 rather than pursuant to
this Prospectus. There is no assurance that any of the Selling Stockholders will
offer for sale or sell any or all of the Securities covered by this Prospectus.

                                 LEGAL COUNSEL

    Finn Dixon & Herling LLP, Stamford, Connecticut, as our counsel, has issued
an opinion as to the legality of the Securities. As of the date hereof, certain
attorneys who are partners of, or employed by, Finn Dixon & Herling LLP, and who
have provided advice with respect to the offer and sale of the Securities,
beneficially own an aggregate of 15,000 shares of Common Stock.

                                    EXPERTS

    The audited consolidated financial statements and schedule of the Company
and its subsidiaries as of January 31, 1999 and 1998 and for each of the two
fiscal years ended January 31, 1999, incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1999, have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in accounting and auditing.

    The audited consolidated financial statements and schedule of the Company
and its subsidiaries for the fiscal year ended January 31, 1997, incorporated by
reference to the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1999 into this Prospectus and elsewhere into the Registration
Statement of which this Prospectus forms a part, have been incorporated by
reference in reliance upon the reports of Grant Thornton LLP, independent
certified public accountants, and upon the authority of that firm as experts in
accounting and auditing.

                                INDEMNIFICATION

LIMITATION OF DIRECTORS' LIABILITY

    The Delaware General Corporation Law ("DGCL") provides that a corporation's
certificate of incorporation may include a provision limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director. However, no such provision
can eliminate or limit the liability of a director (i) for any breach of
fiduciary duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or
knowing violation of the law, (iii) under Section 174 of the DGCL, which relates
to liability for unlawful payments of dividends or unlawful stock repurchases or
redemptions, (iv) for any transactions from which the director derived an
improper personal benefit, or (v) for any act or omission prior to the adoption
of such provision in the certificate of incorporation. The Company's Restated
Certificate of Incorporation contains a provision eliminating the personal
liability for money damages of its directors to the full extent permitted under
the DGCL.

INDEMNIFICATION AND INSURANCE

    The DGCL contains provisions setting forth conditions under which a
corporation may indemnify its directors and officers. The Company's Restated
Certificate of Incorporation and Restated By-Laws

                                       4
provide that a director or officer who is a party to any action, suit, or
proceeding shall be entitled to be indemnified by the Company to the extent
permitted by the DGCL against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement incurred by such director or officer in
connection with such action, suit or proceeding. The Company maintains a
standard form of officers' and directors' liability insurance policy which
provides coverage to the officers and directors of the Company for certain
liabilities.

AGREEMENTS

    We have entered into indemnity agreements with directors which obligate us
to indemnify them to the fullest extent permitted by the DGCL.

                                       5
ANNEX I
                              SELLING STOCKHOLDERS

    Set forth below is: (a) the name of each Selling Stockholder and his or her
relationship to Blyth during the past three years; (b) the number of shares of
Common Stock that each Selling Stockholder beneficially owns (assuming that all
options to acquire shares are exercisable within 60 days, although certain
options actually vest over a period of time); (c) the number of Securities
offered pursuant to this Prospectus by each Selling Stockholder (assuming that
all options are fully exercisable); and (d) the amount and percentage of the
Common Stock outstanding to be held by such Selling Stockholder after completion
of the sale of Securities offered pursuant to this Prospectus. Notwithstanding
their inclusion in this Annex I, all of the Selling Stockholders expressly
disclaim that they are affiliates of Blyth. The Selling Stockholders are listed
herein, whether or not they have a present intent to resell.
NO. OF
                                             BENEFICIALLY                    NO. OF SHARES       PERCENTAGE
                           RELATIONSHIPS TO     SHARES      NO. OF SHARES     OWNED AFTER        OWNERSHIP
NAME OF BENEFICIAL OWNER     THE COMPANY        OWNED       OFFERED HEREBY     OFFERING      AFTER THE OFFERING
------------------------   ----------------  ------------   --------------   -------------   ------------------
Roger A. Anderson (1)....     Director           412,458         7,500           404,958               *
John W. Burkhart (2).....     Director           594,804         7,500           587,304            1.22%
Pamela M. Goergen (3)....     Director        13,086,725         7,500        13,079,255            27.2%
Neal I. Goldman..........     Director           127,500         4,500           123,000               *
Roger H. Morley..........     Director             6,000         6,000                --               *
John E. Preschlack (4)...     Director           176,710         7,500           169,210               *
Frederick H. Stephens,        Director             9,600         6,000             3,600               0
  Jr.....................
Howard E. Rose...........  Vice Chairman         104,509        24,000            80,509               *
                           and Director;
                           previously Vice
                           President and
                           Chief Financial
                              Officer
Albert A. Bergeron (5)...  Vice President        179,032        92,000            87,032               *
Richard T. Browning        Vice President        106,300       105,000             1,300               *
  (6)....................    and Chief
                             Financial
                              Officer
Bruce G. Crain (7).......  Vice President        127,000       125,000             2,000               *
Elwood L. La Forge,        Vice President        114,503       109,500             5,003               *
  Jr.....................
------------------------

*   Represents less than 1%.

(1) All share amounts (other than "No. of shares offered hereby") include
    404,958 shares held by Galena Partners, Ltd., a limited partnership of which
    Mr. Anderson is a managing general partner. Mr. Anderson disclaims
    beneficial ownership of the shares held by Galena Partners, Ltd.

(2) All share amounts (other than "No. of shares offered hereby") include
    189,300 shares held of record by Breezy Hill Enterprises, Inc. Pension Plan,
    of which Mr. Burkhart is trustee, and 276,564 shares held by Mr. Burkhart's
    spouse. Mr. Burkhart disclaims beneficial ownership of the shares held by
    his spouse.

(3) All share amounts (other than "No. of shares offered hereby") include
    12,662,945 shares held by Robert B. Goergen, Mrs. Goergen's spouse.
    Mrs. Goergen disclaims beneficial ownership of the shares held by her
    spouse, Robert B. Goergen.

                                       6
(4) All share amounts (other than "No. of shares offered hereby") include 18,000
    shares held by Jaclyn Holdings, L.P., a limited partnership of which
    Mr. Preschlack is a general partner. Mr. Preschlack disclaims beneficial
    ownership of the shares held by Jaclyn Holdings, L.P.

(5) All share amounts (other than "No. of shares offered hereby") include 3,600
    shares held by Mr. Bergeron's spouse and children. Mr. Bergeron disclaims
    beneficial ownership of the shares held by his spouse and children.

(6) All share amounts (other than "No. of shares offered hereby") includes 300
    shares held by Mr. Browning's spouse. Mr. Browning disclaims beneficial
    ownership of the shares held by his spouse.

(7) All share amounts (other than "No. of shares offered hereby") include 1,000
    shares held by trust for the benefit of Anita G. Crain, of which Mr. Crain
    is a trustee. Mr. Crain disclaims beneficial ownership of the shares held by
    the trust.

                                       7
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                             UP TO 3,000,000 SHARES

                             BLYTH INDUSTRIES, INC.

                                  COMMON STOCK

                               ------------------

                               REOFFER PROSPECTUS

                             ---------------------

                               TABLE OF CONTENTS
PAGE
                                                              ----
WHERE YOU CAN FIND MORE INFORMATION.........................   2
FORWARD-LOOKING STATEMENTS..................................   2
SUMMARY INFORMATION ABOUT BLYTH.............................   3
SELLING STOCKHOLDERS........................................   3
USE OF PROCEEDS.............................................   4
PLAN OF DISTRIBUTION........................................   4
LEGAL COUNSEL...............................................   4
EXPERTS.....................................................   4
INDEMNIFICATION.............................................   5
ANNEX I--SELLING STOCKHOLDERS...............................   6
------------------------

    WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS CONCERNING THE OFFERING OF THE SECURITIES EXCEPT THAT WHICH IS
IN THE PROSPECTUS, OR WHICH IS REFERRED TO UNDER THE HEADING "WHERE YOU CAN FIND
MORE INFORMATION" IN THE PROSPECTUS. IF ANYONE GIVES OR MAKES ANY OTHER
INFORMATION OR REPRESENTATION, YOU SHOULD NOT RELY ON IT. THE PROSPECTUS IS NOT
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SECURITIES WHICH ARE REFERRED TO IN THE PROSPECTUS. THE PROSPECTUS IS NOT AN
OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY SECURITIES IN ANY
CIRCUMSTANCES IN WHICH THE OFFER OR SOLICITATION IS UNLAWFUL. YOU SHOULD NOT
INTERPRET THE DELIVERY OF THE PROSPECTUS, OR ANY SALE OF SECURITIES, AS AN
INDICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE OF THE
PROSPECTUS. YOU SHOULD ALSO BE AWARE THAT INFORMATION IN THE PROSPECTUS MAY
CHANGE AFTER THIS DATE.

                            ------------------------

                               DECEMBER 10, 1999

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

    There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "SEC"):

        (a) The Company's Annual Report on Form 10-K for the year ended
    January 31, 1999, including portions of the Company's Proxy Statement dated
    April 30, 1999 relating to the Company's 1999 Annual Meeting of Stockholders
    and portions of the Company's Annual Report to Stockholders for the fiscal
    year ended January 31, 1999, which are incorporated therein by reference.

        (b) The Company's Proxy Statement dated April 30, 1999.

        (c) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
    ended April 30, 1999 and July 31, 1999.

        (d) The description of the Common Stock of the Company which is
    contained in the registration statement on Form 8-A filed by the Company on
    April 19, 1994.

        (e) The Company's Current Reports on Form 8-K filed on April 1, 1999,
    May 28, 1999, September 3, 1999, September 28, 1999, December 2, 1999 and on
    the date hereof.

    All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, on or after the date of this Registration Statement and 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 part hereof from the date of filing of such reports or documents.

ITEM 4. DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Reference is made to the information contained in the Reoffer Prospectus
included in Part I of this Registration Statement under the heading "Legal
Counsel."

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Pursuant to Section 102(b)(7) of the Delaware Corporation Law (the "DGCL"),
Article VI of the Registrant's Restated Certificate of Incorporation (the
"Certificate of Incorporation") (filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (No. 33-77458)) eliminates the liability of
the Registrant's directors to the Registrant or its stockholders, except for
liabilities related to breach of duty of loyalty, actions not in good faith and
certain other liabilities.

    Section 145 of the DGCL provides for indemnification by the Registrant of
its directors and officers. In addition, Article IX, Section 1 of the
Registrant's Restated By-Laws (the "By-Laws") (filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (No. 33-77458)) requires the
Registrant to indemnify any current or former director or officer to the fullest
extent permitted by the DGCL. In addition, the Registrant has entered into
indemnity agreements with its directors (a form of which is filed as
Exhibit 10.15 to the Registrant's Registration Statement on Form S-1
(No. 33-77458)), which obligate the Registrant to indemnify such directors to
the fullest extent permitted by the DGCL.

                                      II-1
The Registrant maintains insurance for the benefit of its directors and
officers and the directors and officers of its subsidiaries insuring such
persons against liabilities, including liabilities under the securities laws.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8. EXHIBITS.
EXHIBIT NO.
-----------
3.1            Restated Certificate of Incorporation of the Company
                        (incorporated by reference to Exhibit 3.1 of the Company's
                        Registration Statement on Form S-1 (No. 33-77458)).

         3.2            Restated By-Laws of the Company (incorporated by reference
                        to Exhibit 3.2 of the Company's Registration Statement on
                        Form S-1 No. 33-77458)).

         4.1            Amended and Restated 1994 Employee Stock Option Plan of the
                        Company (incorporated by reference to Exhibit 4.1 to the
                        Company's Current Report on Form 8-K as filed with the SEC
                        on the date hereof).

         4.2            Form of Nontransferable Incentive Stock Option Agreement
                        under the Amended and Restated 1994 Employee Stock Option
                        Plan of the Company (incorporated by reference to Exhibit
                        4.2 to the Company's Quarterly Report on Form 10-Q for the
                        fiscal quarter ended July 31, 1996).

         4.3            Form of Nontransferable Non-Qualified Stock Option Agreement
                        under the Amended and Restated 1994 Employee Stock Option
                        Plan of the Company (incorporated by reference to Exhibit
                        4.3 to the Company's Quarterly Report on Form 10-Q for the
                        fiscal quarter ended July 31, 1996).

         4.4            1994 Stock Option Plan for Non-Employee Directors
                        (incorporated by reference to Exhibit 4.4 to the Company's
                        Quarterly Report on Form 10-Q for the fiscal quarter ended
                        July 31, 1996).

         4.5            Form of Stock Option Agreement under the 1994 Stock Option
                        Plan for Non-Employee Directors of the Company (incorporated
                        by reference to Exhibit 4.5 to the Company's Registration
                        Statement on Form S-1 (No. 33-77458)).

        5.1*            Opinion of Finn Dixon & Herling LLP as to legality of
                        securities being registered.

       23.1*            Consent of PricewaterhouseCoopers LLP.

       23.2*            Consent of Grant Thornton LLP.

        23.3            Consent of Finn Dixon & Herling LLP (contained in Exhibit
                        5.1 hereto).

        24.1            Power of Attorney (included on the signature pages).
------------------------

*   Filed herewith.

ITEM 9. UNDERTAKINGS.

    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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be

                                      II-2
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.

    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 DGCL, the Certificate of Incorporation and By-Laws,
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 such Securities Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
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 such
Securities Act and will be governed by the final adjudication of such issue.

    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; and

           (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 clauses (1)(i) and (1)(ii) shall not apply 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 SEC by the Registrant under Section 13 or Section 15(d) of the
       1934 Act that are incorporated by reference in this 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.

                                      II-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, Post-Effective Amendment No. 1 to Registration Statement on Form S-8
and Post-Effective Amendment No. 2 to Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Greenwich, State of Connecticut, on this 10th day of December, 1999.
BLYTH INDUSTRIES, INC.

                                                       BY:            /S/ ROBERT B. GOERGEN
                                                            -----------------------------------------
                                                                        Robert B. Goergen,
                                                                      CHAIRMAN OF THE BOARD,
                                                              CHIEF EXECUTIVE OFFICER AND PRESIDENT
POWERS OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert B. Goergen, Richard T. Browning and Bruce
D. Kreiger, jointly and severally, his or her attorneys-in-fact, each with the
power of substitution for him or her in any and all capacities, to sign any
amendments (including post-effective amendments) to each Registration Statement
on Form S-8 (including Nos. 33-91954 and 333-50011, and the Registration
Statement on Form S-8 covering 1,000,000 additional shares), and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8, Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 and Post-Effective Amendment No. 2 to
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE                                   TITLE                   DATE
                      ---------                                   -----                   ----
Chairman, Chief Executive
                /s/ ROBERT B. GOERGEN                    Officer and President;
     -------------------------------------------         Director (Principal        December 10, 1999
                  Robert B. Goergen                      Executive Officer)

                                                       Vice President and Chief
               /s/ RICHARD T. BROWNING                   Financial Officer
     -------------------------------------------         (Principal Financial and   December 10, 1999
                 Richard T. Browning                     Accounting Officer)

                 /s/ HOWARD E. ROSE                    Vice Chairman and Director
     -------------------------------------------                                    December 10, 1999
                   Howard E. Rose
S-1
SIGNATURE                                   TITLE                   DATE
                      ---------                                   -----                   ----
/s/ ROGER A. ANDERSON                  Director
     -------------------------------------------                                    December 10, 1999
                  Roger A. Anderson

                /s/ JOHN W. BURKHART                   Director
     -------------------------------------------                                    December 10, 1999
                  John W. Burkhart

                /s/ PAMELA M. GOERGEN                  Director
     -------------------------------------------                                    December 10, 1999
                  Pamela M. Goergen

                 /s/ NEAL I. GOLDMAN                   Director
     -------------------------------------------                                    December 10, 1999
                   Neal I. Goldman

                 /s/ ROGER H. MORLEY                   Director
     -------------------------------------------                                    December 10, 1999
                   Roger H. Morley

               /s/ JOHN E. PRESCHLACK                  Director
     -------------------------------------------                                    December 10, 1999
                 John E. Preschlack

           /s/ FREDERICK H. STEPHENS, JR.              Director
     -------------------------------------------                                    December 10, 1999
             Frederick H. Stephens, Jr.
S-2
EXHIBIT INDEX
EXHIBIT NO.                                     DESCRIPTION
-----------             ------------------------------------------------------------
3.1            Restated Certificate of Incorporation of the Company
                        (incorporated by reference to Exhibit 3.1 of the Company's
                        Registration Statement on Form S-1 (No. 33-77458)).

         3.2            Restated By-Laws of the Company (incorporated by reference
                        to Exhibit 3.2 of the Company's Registration Statement on
                        Form S-1 (No. 33-77458)).

         4.1            Amended and Restated 1994 Employee Stock Option Plan
                        (incorporated by reference to Exhibit 4.1 to the Company's
                        Current Report on Form 8-K, as filed with the SEC on the
                        date hereof).

         4.2            Amended and Restated Form of Nontransferable Incentive Stock
                        Option Agreement under the 1994 Employee Stock Option Plan
                        of the Company (incorporated by reference to Exhibit 4.2 to
                        the Company's Quarterly Report on Form 10-Q for the fiscal
                        quarter ended July 31, 1996).

         4.3            Amended and Restated Form of Nontransferable Non-Qualified
                        Stock Option Agreement under the 1994 Employee Stock Option
                        Plan of the Company (incorporated by reference to Exhibit
                        4.3 to the Company's Quarterly Report on Form 10-Q for the
                        fiscal quarter ended July 31, 1996).

         4.4            1994 Stock Option Plan for Non-Employee Directors
                        (incorporated by reference to Exhibit 4.4 to the Company's
                        Quarterly Report on Form 10-Q for the fiscal quarter ended
                        July 31, 1996).

         4.5            Form of Stock Option Agreement under the 1994 Stock Option
                        Plan for Non-Employee Directors of the Company (incorporated
                        by reference to Exhibit 4.5 to the Company's Registration
                        Statement on Form S-1 (No. 33-77458)).

         5.1*           Opinion of Finn Dixon & Herling LLP as to legality of
                        securities being registered.

        23.1*           Consent of PricewaterhouseCoopers LLP.

        23.2*           Consent of Grant Thornton LLP.

        23.3            Consent of Finn Dixon & Herling LLP (contained in Exhibit
                        5.1 hereto).

        24.1            Power of Attorney (included on the signature pages).
------------------------

*   Filed herewith