-----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, OA07OCm9T1Be4evr8oC2WfKNhUTja5vYkg2D/rwXu769tjjSjtkLOPGtSazRfKc9 uNLVhtP27UbHm/+Em3Wq6w== 0000892251-96-000132.txt : 19960910 0000892251-96-000132.hdr.sgml : 19960910 ACCESSION NUMBER: 0000892251-96-000132 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960906 EFFECTIVENESS DATE: 19960925 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: 333-11503 FILM NUMBER: 96626684 BUSINESS ADDRESS: STREET 1: 10000 ALLIANCE RD STREET 2: P O BOX 42728 CITY: CINCINNATI STATE: OH ZIP: 45242 BUSINESS PHONE: 5135796411 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 September 6, 1996. Registration No. 333-__________ _________________________________________________________________ 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 _______________________________ LSI INDUSTRIES INC. NONQUALIFIED DEFERRED COMPENSATION PLAN ________________________________ Gary P. Kreider, Esq. Keating, Muething & Klekamp, P.L.L. 1800 Provident Tower One East Fourth Street Cincinnati, Ohio 45202 (513) 579-6411 (Agent for Service of Process) CALCULATION OF REGISTRATION FEE _________________________________________________________________ Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of To Be To Be Price Offering Registra- Registered Registered Per Share Price tion Fee Common 200,000 $16.375(3) $3,275,000(3) $1,130.00(4) Stock,(1) Shares(2) no par value _________________________________________________________________ (1) In addition, this Registration Statement also covers an indeterminate amount of interests offered or sold pursuant to the LSI Industries Inc. Nonqualified Deferred Compensation Plan. (2) This Registration Statement is filed for up to 200,000 shares of LSI Industries Inc. Common Stock issuable pursuant to the Plan. (3) Estimated solely for purposes of calculating registration fee. (4) 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 September 4, 1996 of $16.375 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, 1996. 2. 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 Exchange Act of 1934. All reports and other documents filed by the Company pursu- ant 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 Registra- tion 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, P.L.L., 1800 Provident Tower, One East Fourth Street, Cincinnati, Ohio 45202. Michael J. Burke, a Director and Assistant Secre- tary of the Company, is a partner of Keating, Muething & Klekamp, P.L.L. Attorneys of Keating, Muething & Klekamp, P.L.L. own 17,574 shares of the Company's Common Stock. Item 6. Indemnification of Directors and Officers Ohio Revised Code, Section 1701.13(E) allows indemnification by the Company 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 Company, by reason of the fact that he is or was a director, officer, employee or agent of the Company, 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 Company and, with respect to crimi- nal 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 Company, except that no indem- nification shall be made in such cases when the person shall have been adjudged to be liable for negligence or misconduct to the Company unless deemed by the court. Indemnification is to be made by a court of competent jurisdiction, the majority vote of a quorum of disinterested directors, the written opinion of inde- pendent counsel or by the shareholders. The Registrant's Code of Regulations extends such Indemnification. 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 See the Index to Exhibits included 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 Regis- tration 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 Registra- tion 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 infor- mation 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 incorporat- ed 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 Regis- trant in the successful defense of any action, suit, or proceed- ing) is asserted by such director, officer or controlling person in connection with the securities being registered, the Regis- trant 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 indemnifica- tion 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 September 5, 1996. LSI INDUSTRIES INC. By:/s/Robert J. Ready __________________________ Robert J. Ready, President and Chairman of the Board (Principal Executive Officer) 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 September 5, __________________ Chairman of the 1996 Robert J. Ready Board of Directors (Principal Executive Officer) /s/James P. Sferra Executive Vice September 5, ___________________ President, 1996 Secretary and James P. Sferra Director /s/Ronald S. Stowell Chief Financial September 5, ____________________ Officer and 1996 Ronald S. Stowell Treasurer (Principal Financial Officer and Principal Accounting Officer) /s/Donald E. Whipple Director September 5, ____________________ 1996 Donald E. Whipple /s/John N. Taylor, Jr. Director September 5, _____________________ 1996 John N. Taylor, Jr. /s/Michael J. Burke Assistant Secretary September 5, _____________________ and Director 1996 Michael J. Burke /s/Allen L. Davis Director September 5, ____________________ 1996 Allen L. Davis EXHIBIT INDEX Exhibit No. Description Filing Status 4.1 LSI Industries Inc. Nonqualified * Deferred Compensation Plan 4.2 Rabbi Trust Agreement under the LSI * Industries Inc. Nonqualified Deferred Compensation Plan 5 Opinion of Keating, Muething & Filed Klekamp, P.L.L. herewith 23.1 Consent of Arthur Andersen LLP Filed herewith 23.2 Consent of Price Waterhouse LLP Filed herewith 23.3 Consent of Keating, Muething & Filed Klekamp, P.L.L. herewith *Incorporated by reference to the Registrant's Form 10-K for the Fiscal Year Ended June 30, 1996. EX-5 2 EXHIBIT 5 FACSIMILE (513) 579-6457 September 5, 1996 Direct Dial: (513) 579-6411 LSI Industries Inc. 10000 Alliance Road Cincinnati, Ohio 45242 Gentlemen: This firm is general counsel to LSI Industries Inc. and as such, is familiar with the Company's Articles of Incorporation, Code of Regulations and corporate proceedings generally. We have reviewed the corporate records as to the establishment of the Company's Nonqualified Deferred Compensation Plan which calls for the issuance of shares of Common Stock to certain employees of the Company and its subsidiaries pursuant to the terms of the Plan. Based solely upon such examination, we are of the opinion that: 1. The Company is a duly organized and validly existing corporation under the laws of Ohio; and 2. The Company has taken all necessary and required corporate actions in connection with the proposed issuance of 200,000 shares of Common Stock pursuant to the Plan, and the Common Stock, when issued and delivered, will be validly issued, fully paid and non-assessable shares of Common Stock of the Company free of any claim of pre-emptive rights. 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. Very truly yours, KEATING, MUETHING & KLEKAMP, P.L.L. BY: /s/Gary P. Kreider _________________________________ Gary P. Kreider EX-23 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated August 14, 1996 included in LSI Industries Inc.'s Form 10-K for the year ended June 30, 1996, and to all references to our Firm included in this Registration Statement. Arthur Andersen LLP Cincinnati, Ohio September 4, 1996 EX-23 4 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, which appears on page S-5 of LSI Industries Inc.'s Annual Report on Form 10-K for the year ended June 30, 1995. PRICE WATERHOUSE LLP Cincinnati, Ohio August 30, 1996 -----END PRIVACY-ENHANCED MESSAGE-----