S-8

As filed with the Securities and Exchange Commission on September 24, 2002

Registration No. 333-              

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LSI INDUSTRIES INC.
(Exact name of Registrant as Specified in its Charter)

                 Ohio                
(State or Other Jurisdiction
of Incorporation or
Organization) 10000 Alliance Road
Cincinnati, Ohio 45242
              (513) 793-3200              
(Address, including zip code,
and telephone number, including
area code, of registrant's
principal executive offices)

       31-0888951       
(IRS Employer
Identification
Number

1995 DIRECTORS’ STOCK OPTION PLAN
(Full Title of the Plan)

Mark A. Weiss, Esq.
Keating, Muething & Klekamp, P.L.L.
1400 Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202
Telephone: (513) 579-6599
Facsimile: (513) 579-6956
(Name, Address and Telephone Number of Agent for Service)

CALCULATION OF REGISTRATION FEE

Title of
Securities
To Be Registered

Common Stock

Amount
To Be
Registered

22,500 Shares

Offering
Price
Per Share

$10.23(2) Proposed
Maximum
Aggregate
Offering
    Price    

$230,175(2) Proposed
Maximumm
Amount of
Registration
     Fee(3)     

$22

(1) This Registration Statement is filed for up to 22,500 shares of common stock of LSI Industries Inc. (the "Registrant") issuable to directors of the Registrant pursuant to the LSI Industries Inc. 1995 Directors' Stock Option Plan, as amended.

(2) Estimated solely for purposes of calculating registration fee.

(3) Registration fee has been calculated pursuant to Rule 457(h).

        As permitted by General Instruction E to Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 (Registration No. 33-64723) are incorporated by reference into this Registration Statement on Form S-8.

        The consolidated financial statements of LSI Industries Inc. and its subsidiaries as of and for the year ended June 30, 2001 and June 30, 2000, incorporated by reference in this registration statement, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports. Arthur Andersen LLP has not consented to the inclusion of their report in this registration statement, and LSI Industries Inc. has dispensed with the requirement to file their consent in reliance upon Rule 437a of the Securities Act of 1933. Because Arthur Andersen LLP has not consented to the inclusion of their report in this prospectus, you will not be able to recover against Arthur Andersen LLP under Section 11 of the Securities Act for any untrue statements of a material fact contained in the financial statements audited by Arthur Andersen LLP or any omissions to state a material fact required to be stated therein.

Item 8.    Exhibits

5

10

23.1

23.2

24 Opinion of Keating, Muething & Klekamp, P.L.L.

LSI Industries Inc. 1995 Directors' Stock Option Plan, as amended

Consent of Keating, Muething & Klekamp, P.L.L. (contained on Exhibit 5).

Consent of Independent Certified Public Accountants

Power of Attorney (contained on the signature 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in Cincinnati, Ohio, on September 23, 2002.

LSI INDUSTRIES INC.


By: /s/Robert J. Ready                      
       Robert J. Ready
       Chairman of the Board, Chief
       Executive Officer and President

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person below whose signature is preceded by an (*) hereby constitutes and appoints Robert J. Ready or Ronald S. Stowell, or either of them, his true and lawful attorney and agent, to sign all amendments to this Registration Statement as well as any related registration statement (or amendment thereto) filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933.

Signature


/s/Robert J. Ready          
*Robert J. Ready


/s/Ronald S. Stowell        
*Ronald S. Stowell


/s/Allen L. Davis              
*Allen L. Davis


/s/Gary P. Kreider           
*Gary P. Kreider


/s/Wilfred T. O'Gara        
*Wilfred T. O'Gara


/s/Dennis B. Meyer           
*Dennis B. Meyer


/s/James P. Sferra            
*James P. Sferra Capacity


Chairman of the Board, Chief
Executive Officer and President
(Principal Executive Officer)

Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer

Director



Director



Director



Director



Director, Secretary, and Executive
Vice President-Manufacturing Date


September 23, 2002



September 23, 2002



September 23, 2002



September 23, 2002



September 23, 2002



September 23, 2002



September 23, 2002

EX-5

MARK A. WEISS
DIRECT DIAL: (513) 579-6599
FACSIMILE: (513) 579-6457
E-MAIL: MWEISS@KMKLAW.COM

September 23, 2002

LSI Industries Inc.
10000 Alliance Road
Cincinnati, Ohio 45242

Dear Gentlemen:

        We serve as your general counsel and are familiar with your Articles of Incorporation, Code of Regulations and corporate proceedings. On this basis, we have made an examination as to:

        1.    The organization of LSI Industries Inc.;

        2.    The legal sufficiency and all corporate proceedings with respect to the establishment of and amendments to the 1995 Directors’ Stock Option Plan (the “Plan”) which calls for the issuance of 22,500 shares of Common Stock upon exercise of options; and

        3.    The legal sufficiency of all corporate proceedings taken in connection with the authorization of the issuance of 22,500 shares of Common Stock to be included in a Registration Statement on Form S-8 with respect to the Plan to be filed with the Securities and Exchange Commission.

        Based upon such examination, we are of the opinion that:

        1.    LSI Industries Inc. is a duly organized and validly existing corporation under the laws of the State of Ohio;

        2.    LSI Industries Inc. has taken all necessary and required corporate actions in connection with the issuance of 22,500 shares of newly issued Common Stock and, when issued and delivered pursuant to the terms of the Plan, the aforesaid 22,500 shares of Common Stock are validly authorized, legally issued, fully paid and nonassessable shares of Common Stock of the Corporation free of any preemptive rights.

        We hereby consent to the reference to our firm in the Registration Statement. In providing this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Commission promulgated thereunder.

Sincerely yours,

KEATING, MUETHING & KLEKAMP, P.L.L.


By:             /s/Mark A. Weiss                              
                      Mark A. Weiss

MAW:slh

EX-10

LSI INDUSTRIES INC.
1995 DIRECTORS’ STOCK OPTION PLAN

CONFORMED COPY
UPDATED TO INCLUDE ALl
AMENDMENTS ADOPTED BY THE BOARD
OF DIRECTORS THROUGH DECEMBER 6, 2001

        The purpose of the 1995 Directors’ Stock Option Plan, as amended November 15, 2001, 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.

ARTICLE 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.

ARTICLE 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 ARTICLE 4 hereof, the aggregate number of shares of Common Stock for which options may be granted under the Plan shall be 135,000.

ARTICLE 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.

ARTICLE 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 correspondingly 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.

ARTICLE 5.

ELIGIBLE DIRECTORS; GRANT OF OPTIONS

        An Eligible Director shall be each director of the Company, now serving as a director or elected or appointed hereafter, who is not also an employee of the Company.

        Each Eligible Director shall be granted an option to purchase 1,500 shares of Common Stock on the first business day after each Annual Shareholders’ Meeting. Any director who is appointed by the Board of Directors to fill a vacancy on the Board shall be granted an option to purchase 1,500 shares of Common Stock on the first business day after such appointment. Such grants shall continue until the number of shares provided for in this Plan in ARTICLE 2 are exhausted.

ARTICLE 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”).

ARTICLE 7.

PERIOD OF OPTION

        The term of each option shall be ten years from the date of grant.

ARTICLE 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).

ARTICLE 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.

ARTICLE 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.

ARTICLE 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.

ARTICLE 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 termination 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 ARTICLE 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.

ARTICLE 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.

EX-23

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated August 16, 2002, accompanying the consolidated financial statements included in the Annual Report of LSI Industries Inc. on Form 10-K for the year ended June 30, 2002. We hereby consent to the incorporation by reference of said report in the Registration Statements of LSI Industries Inc. on Forms S-8, effective September 24, 2002, pertaining to the 1995 Directors’ Stock Option Plan and to the 1995 Stock Option Plan.

/s/ Grant Thornton LLP

Cincinnati, Ohio
September 23, 2002