-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LpYrYFVCWVYUJJ5EEHpReQDAd7lWW8QUvWPMxiCjuqqCmsbEjaBqvkrNr5AwmctZ tM4DC6hm4yB5pe9FbgbWIg== 0000892251-95-000076.txt : 19951205 0000892251-95-000076.hdr.sgml : 19951205 ACCESSION NUMBER: 0000892251-95-000076 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951204 EFFECTIVENESS DATE: 19951223 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LSI INDUSTRIES INC CENTRAL INDEX KEY: 0000763532 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 310888951 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-64723 FILM NUMBER: 95599058 BUSINESS ADDRESS: STREET 1: 10000 ALLIANCE RD STREET 2: P O BOX 42728 CITY: CINCINNATI STATE: OH ZIP: 45242 BUSINESS PHONE: 5137933200 MAIL ADDRESS: STREET 1: 10000 ALLIANCE RD STREET 2: P O BOX 42728 CITY: CINCINNATI STATE: OH ZIP: 45242 FORMER COMPANY: FORMER CONFORMED NAME: LSI LIGHTING SYSTEMS INC DATE OF NAME CHANGE: 19891121 S-8 1 As filed with the Securities and Exchange Commission on December 4, 1995. Registration No. 33-__________ _________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________________ Incorporated LSI INDUSTRIES INC. I.R.S. Employer Under the Laws 10000 Alliance Road Identification No. of Ohio CINCINNATI, OHIO 45242 31-0888951 _____________________________________ 1995 DIRECTORS' STOCK OPTION PLAN _____________________________________ Gary P. Kreider, Esq. Keating, Muething & Klekamp One East Fourth Street Cincinnati, Ohio 45202 (513) 579-6411 (Agent for Service of Process) CALCULATION OF REGISTRATION FEE _____________________________________ Proposed Proposed Maximum Maximum Title of Amount Offering Aggregate Amount of Securities To Be Price Offering Registration To Be Registered Registered Per Share Price Fee _________________ __________ _________ _________ ____________ Common Stock, 75,000* $15.25** $1,143,750** $395.00*** No par value Shares * This Registration Statement is filed for up to 75,000 shares issuable upon exercise of options granted pursuant to the 1995 Directors' Stock Option Plan. ** Estimated solely for purposes of calculating registration fee. *** Registration fee has been calculated pursuant to Rule 457(h) based on the average of the high and low prices of the Common Stock quoted on the Nasdaq Stock Market on November 28, 1995 of $15.25 per share. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed by LSI Industries Inc. (the "Company") with the Securities and Exchange Commission are incorporated herein by reference and made a part hereof: 1. The Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1995. 2. The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995. 3. The description of the Company's Common Stock contained in the Registration Statement on Form 8-A filed on April 11, 1985 under the Securities Act of 1934. All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all Common Stock offered has been sold or which deregisters all Common Stock then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel The legality of the Common Stock offered hereby will be passed upon for the Company by Keating, Muething & Klekamp, 1800 Provident Tower, One East Fourth Street, Cincinnati, Ohio 45202. Michael J. Burke, a Director and Assistant Secretary of the Company, is a partner of Keating, Muething & Klekamp. Attorneys of Keating, Muething & Klekamp own 33,575 shares of the Company's Common Stock. Item 6. Indemnification of Directors and Officers Section 1701.13(E) of the Ohio General Corporation Law allows indemnification by the Registrant to any person made or threatened to be made a party to any proceedings, other than a proceeding by or in the right of the Registrant, by reason of the fact that he is or was a director, officer, employee or agent of the Registrant, against expenses, including judgments and fines, if he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Registrant and with respect to criminal actions, in which he had no reasonable cause to believe that his conduct was unlawful. Similar provisions apply to actions brought by or in the right of the Registrant, except that no indemnification shall be made in such cases when the person shall have been adjudged to be liable for negligence or misconduct to the Registrant, unless the court determines that in view of all the circumstances, such person if fairly and reasonably entitled to indemnity for such expenses. The right to indemnification is mandatory in the case of a director or officer who is successful on the merits or otherwise. Permissive indemnification is to be made by a court of competent jurisdiction, the majority vote of a quorum of disinterested directors, the written opinion of independent counsel or by the shareholders. The Registrant's Code of Regulations provides that the Company shall indemnify such persons to the fullest extent permitted by law. The Registrant maintains director and officer liability insurance which provides coverage against certain liabilities. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits* 4.1 1995 Directors' Stock Option Plan. 5 Opinion of Keating, Muething & Klekamp. 23.1 Consent of Keating, Muething & Klekamp (contained on Exhibit 5). 23.2 Consent of Price Waterhouse LLP. 24 Power of Attorney (contained on the signature page). ________________ * All exhibits filed herewith. Item 9 Undertakings 9.1 The undersigned Registrant hereby undertakes 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 this 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 this 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 (i) and (ii) shall not apply if the information required to be included in a post-effective amendment is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. 9.2 The undersigned Registrant hereby undertakes 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. 9.3 The undersigned Registrant hereby undertakes 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. 9.4 The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement 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. 9.5 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cincinnati, Ohio, on December 4, 1995. LSI INDUSTRIES INC. By:/s/Robert J. Ready __________________________ Robert J. Ready President and Chairman of the Board Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Capacity Date _________ ________ ____ /s/Robert J. Ready President and December 4, 1995 ______________________ Chairman of the Robert J. Ready Board of Directors (Principal Executive Officer) /s/James P. Sferra Executive Vice December 4, 1995 ______________________ President and James P. Sferra* Director /s/Ronald S. Stowell Chief Financial December 4, 1995 ______________________ Officer and Treasurer Ronald S. Stowell (Principal Financial Officer and Principal Accounting Officer) /s/Donald E. Whipple President, LSI December 4, 1995 ______________________ Lighting Systems and Donald E. Whipple* Insight Graphic Systems, Secretary and Director /s/John N. Taylor, Jr. Director December 4, 1995 ______________________ John N. Taylor, Jr.* /s/Michael J. Burke Assistant Secretary December 4, 1995 ______________________ and Director Michael J. Burke* /s/Allen L. Davis Director December 4, 1995 ______________________ Allen L. Davis* EXHIBIT INDEX _____________ Exhibit No. Description Page ___________ ______________________________ _______ 4.1 1995 Directors' Stock Option Filed Plan herewith 5 Opinion of Keating, Muething & Filed Klekamp herewith 24.1 Consent of Price Waterhouse LLP Filed herewith 24.2 Consent of Keating, Muething & Included in Klekamp Exhibit 5 EX-5 2 EXHIBIT 5 FACSIMILE (513) 579-6956 December 4, 1995 Direct Dial: (513) 579-6411 LSI Industries Inc. 10000 Alliance Road Cincinnati, Ohio 45242 Dear Sir or Madam: We serve as general counsel to LSI Industries Inc. (the "Company") and are familiar with its Articles of Incorporation, Code of Regulations and corporate proceedings generally. We have reviewed the corporate records as to the establishment of the Company's 1995 Stock Option Plan which calls for the issuance of up to 450,000 shares of Common Stock to employees upon their exercise of options that may be granted to them. Based upon such examination and considerations, we are of the opinion: 1. That the Company is a duly organized and validly existing corporation under the laws of the State of Ohio; and 2. That the Company has taken all necessary and required corporate actions in connection with the proposed issuance of 450,000 shares of Common Stock and that Common Stock, when issued and delivered, will be validly issued, fully paid and non-assessable shares of Common Stock of the Company. We hereby consent to be named in the Registration Statement and the Prospectus part thereof as the attorneys who have passed upon legal matters in connection with the issuance of the aforesaid Common Stock and to the filing of this opinion as an exhibit to the Registration Statement. Yours truly, KEATING, MUETHING & KLEKAMP BY:__________________________ Gary P. Kreider slh EX-23 3 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated August 18, 1995 appearing on page S-4 of LSI Industries Inc.'s Annual Report on Form 10-K for the year ended June 30, 1995. Price Waterhouse LLP Cincinnati, Ohio December 4, 1995 EX-4 4 EXHIBIT 4.1 LSI INDUSTRIES INC. 1995 DIRECTORS' STOCK OPTION PLAN The purpose of the 1995 Directors' Stock Option Plan is to advance the interests of LSI Industries Inc. and its shareholders by affording non-employee members of the Company's Board of Directors an opportunity to increase their proprietary interest in the Company by the grant of options to them under the terms set forth herein. The Company believes that this Plan will give an incentive to these members of the Board to increase revenues and profits and otherwise serve to align their interest with shareholders. 1. Effective Date of the Plan. This Plan shall become effective May 2, 1995, having been adopted by the Board of Directors on such date, subject to approval by the affirmative vote of the holders of the majority of the shares of Common Stock of the Company voting on the issue at the next Annual Shareholders' Meeting. All options granted prior to such approval are conditioned upon such approval being received. If shareholder approval is not received within twelve months of the Effective Date, options granted pursuant to this Plan shall be null and void. 2. Shares Subject to the Plan. The shares to be issued upon the exercise of the options granted under the Plan shall be shares of Common Stock, no par value, of the Company. Either treasury or authorized and unissued shares of Common Stock, or both, as the Board of Directors shall from time to time determine, may be so issued. Shares of Common Stock which are the subject of any lapsed, expired or terminated options may be made available for reoffering under the Plan. Subject to the provisions of Section 4 hereof, the aggregate number of shares of Common Stock for which options may be granted under the Plan shall be 50,000. 3. Administration. The Plan shall be administered by a committee appointed in accordance with Article III, Section 6 of the Amended Code of Regulations and consisting of three or more directors which directors may also be eligible to participate in the Plan. Subject to the express provisions of the Plan, the Committee shall have the authority to establish the terms and conditions of such option agreements, consistent with this Plan. Such agreements need not be uniform. 4. Adjustments to Common Stock and Option Price. 4.1 In the event of changes in the outstanding Common Stock of the Company as a result of stock dividends, split- ups, recapitalizations, combinations or exchanges, the number and class of shares of Common Stock authorized to be the subject of options under this Plan and the number and class of shares of Common Stock and Option Price for each option which is outstanding under this Plan shall be corre- spondingly adjusted by the Committee. 4.2 The Committee shall make appropriate adjustments in the Option Price to reflect any spin-off of assets, extraordinary dividends or other distributions to shareholders. 4.3 In the event of the dissolution or liquidation of the Company or any merger, consolidation, combination or other transaction in which the Company is not the surviving corporation or in which the outstanding shares of Common Stock of the Company are converted into cash, other securities or other property, each outstanding option issued hereunder shall terminate as of a date fixed by the Committee provided that not less than 20 days' written notice of the date of expiration shall be given to each holder of an option. 5. Eligible Directors; Grant of Options. An Eligible Director shall be each director of the Company, now serving as a director or elected hereafter, who is not also an employee of the Company. Each Eligible Director shall be granted an option to purchase 1,000 shares of Common Stock on the first business day after each Annual Shareholders' Meeting. Such grant shall continue until the number of shares provided for in this Plan in Section 2 are exhausted. In recognition of their service to the Company to date, the following directors shall also be granted options for the shares set forth opposite their names on adoption of this Plan on May 2, 1995: Michael J. Burke 10,000 shares Allen L. Davis 10,000 shares John N. Taylor 3,000 shares 6. Price. The purchase price of the shares of Common Stock which may be acquired pursuant to the exercise of any option granted pursuant to the Plan shall be the last closing sale price reported immediately prior to the date of grant ("Option Price"). 7. Period of Option. The term of each option shall be ten years from the date of grant. 8. Exercise of Options. An option may be exercised by an Eligible Director as to all or part of the shares covered thereby by giving written notice to the Company at its principal office, directed to the attention of its Secretary, accompanied by payment of the Option Price in full for shares being purchased. The payment of the Option Price shall be either in cash or, subject to any conditions set forth in the option agreement, by delivery of shares of Common Stock of the Company having a fair market value equal to the purchase price on the date of exercise of the option, or by any combination of cash and such shares. Payment may also be made by instruction from the Optionee to withhold from the shares of Common Stock issuable upon exercise of the option that number of shares of Common Stock which have a fair market value, measured by the last closing sale price reported immediately prior to the date of exercise, equal to the option price for the option or portion thereof being exercised. Unless there is in effect at the time of exercise a registration statement under the Securities Act of 1933 permitting the resale to the public of shares acquired under the Plan, the holder of the option shall, except to the extent determined by the Committee that such is not required, (i) represent and warrant in writing to the Company that the shares acquired are being acquired for investment and not with a view to the distribution thereof, (ii) acknowledge that the shares acquired may not be sold unless registered for sale under said Act or pursuant to an exemption from such registration, and (iii) agree that the certificates evidencing such shares shall bear a legend to the effect of clauses (i) and (ii). 9. Nontransferability of Options. No option granted under the Plan shall be transferable otherwise than by will or by the laws of descent and distribution, and an option may be exercised during the lifetime of the holder only by him. 10. Death or Disability of an Optionee. If an optionee shall cease to be an Eligible Director on account of disability or death, an option theretofore granted to such Eligible Director may be exercised by the optionee or, in the case of death, by the legal representative of the estate of the deceased option holder or by the person or persons to whom such Eligible Director's rights under the option shall pass by will or the laws of descent and distribution, at any time within one year from the date the optionee ceased to be an Eligible Director but only during the option period. "Disability" shall have the meaning ascribed to it in Section 105(d)(4) of the Internal Revenue Code of 1986, as amended. 11. Rights as a Stockholder. The holder of an option shall not have of the rights of a stockholder of the Company with respect to the shares subject to an option until a certificate or certificates for such shares shall have been issued upon the exercise of the option. 12. Amendment and Termination. 12.1 This Plan shall terminate ten years after its effective date and thereafter no options shall be granted hereunder. All options outstanding at the time of termina- tion of the Plan shall continue in full force and effect in accordance with and subject to the terms and conditions of the Plan. The Board of Directors of the Company at any time prior to that date may terminate the Plan or make such amendments to it as the Board of Directors shall deem advisable; provided, however, that except as provided in Section 4, the Board of Directors may not, without shareholder approval, increase the maximum number of shares as to which options may be granted under the Plan, change the class of persons eligible to receive options under the Plan or change the number of options to be granted to each eligible person under the Plan. No termination or amendment of the Plan may, without the consent of the holder of an option then existing, terminate his option or materially and adversely affect his rights under such option. 12.2 This Plan may not be amended more than once every six months other than to conform with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder. 13. Automatic Termination of Option. Notwithstanding anything contained herein to the contrary, if at any time a holder of an option granted under this Plan becomes an employee, officer or director of or a consultant to an entity which the Committee determines is a competitor of the Company, such option shall automatically terminate as of the date such conflicting relationship was established. -----END PRIVACY-ENHANCED MESSAGE-----