-----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, DzR7ZuZnbvrF2zpwRiLmT3sTZuc5BShY4585IrZQPG1E6d3p5dDtO0MyfExcdVNd uK3Hb+N5AeQjnDeh6qI7Vg== 0001140361-09-016933.txt : 20090724 0001140361-09-016933.hdr.sgml : 20090724 20090724122646 ACCESSION NUMBER: 0001140361-09-016933 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090722 FILED AS OF DATE: 20090724 DATE AS OF CHANGE: 20090724 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Feeney David T CENTRAL INDEX KEY: 0001468829 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13375 FILM NUMBER: 09961516 MAIL ADDRESS: STREET 1: 2727 SCIOTO PARKWAY CITY: COLUMBUS STATE: OH ZIP: 43221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Miller Craig A CENTRAL INDEX KEY: 0001468830 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13375 FILM NUMBER: 09961515 MAIL ADDRESS: STREET 1: 2727 SCIOTO PARKWAY CITY: COLUMBUS STATE: OH ZIP: 43221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kelly Kevin A CENTRAL INDEX KEY: 0001468988 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13375 FILM NUMBER: 09961514 MAIL ADDRESS: STREET 1: 2727 SCIOTO PARKWAY CITY: COLUMBUS STATE: OH ZIP: 43221 ISSUER: 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 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 4 1 doc1.xml FORM 4 X0303 4 2009-07-22 0 0000763532 LSI INDUSTRIES INC LYTS 0001468830 Miller Craig A 2727 SCIOTO PARKWAY COLUMBUS OH 43221 0 0 1 0 0001468829 Feeney David T 2727 SCIOTO PARKWAY COLUMBUS OH 43221 0 0 1 0 0001468988 Kelly Kevin A 2727 SCIOTO PARKWAY COLUMBUS OH 43221 0 0 1 0 Common Stock 2009-07-22 4 A 0 2469676 A 2469676 D Option to Buy 5.85 2009-07-22 4 A 0 10000 0 A 2009-07-22 2019-07-22 Common Stock 10000 10000 D Option to Buy 5.85 2009-07-22 4 A 0 10000 0 A 2009-07-22 2019-07-22 Common Stock 10000 10000 D Option to Buy 5.85 2009-07-22 4 A 0 10000 0 A 2009-07-22 2019-07-22 Common Stock 10000 10000 D Received as partial consideration for substantially all of the assets of ADL Technology Inc. (?Technology?) and ADL Engineering Inc. (?Engineering?) pursuant to a Purchase and Sale Agreement dated as of July 22, 2009 (the ?Agreement?) by and among the Issuer, LSI Acquisition Inc. (?Acquisition?), Technology, Engineering and each of the reporting persons. The closing price of the Issuer's common stock on the closing date of the transactions contemplated by the Agreement was $5.85 per share. 727,458 shares of the Issuer will be issued in the name of Technology and distributed to the reporting persons subsequent to the closing with respect to their percentage interest, 370,156 shares of the Issuer will be issued in the name of Engineering and distributed to the reporting persons subsequent to the closing with respect to their percentage interest, 1,372,062 shares of the Issuer will be held in escrow pursuant to the terms of an Escrow Agreement dated as of July 22, 2009 by and among Acquisition, each of the reporting persons and U.S. Bank, N.A. (the ?Escrow Agreement?), under which the reporting persons will have the authority to direct the escrow agent thereunder to sell all or a portion of the escrowed shares. All shares held in escrow pursuant to the Escrow Agreement are subject to forfeiture under the terms of the Escrow Agreement for a period following the closing date in order to satisfy claims arising as a result of breaches of representations and warranties or covenants under the Agreement by Technology, Engineering or the reporting persons. Following the expiration of an initial eighteen month period under the Escrow Agreement, one half of the escrowed shares and any proceeds from sales thereof will be distributed to the reporting persons and following the termination of the escrow period under the Escrow Agreement, any remaining shares and any proceeds from sales thereof will be distributed to the reporting persons. Technology and Engineering, of which the reporting persons beneficially own 100%, acquired these shares pursuant to the Agreement and distributed them to the reporting persons. Some of the shares shall be held in escrow, as provided in footnote 2 above. Each of the reporting persons disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose. Non-qualified stock options granted pursuant to the Company's 2003 Equity Compensation Plan. The options are exercisable at a rate of 25% per year of the aggregate grant, beginning on the 1st anniversary of the grant date. These options are owned directly by Craig A. Miller. These options are owned directly by Kevin A. Kelly. These options are owned directly by David T. Feeney. /s/Craig A. Miller 2009-07-24 /s/Craig A. Miller, as Attorney-in-Fact for David T. Feeney 2009-07-24 /s/Craig A. Miller, as Attorney-in-Fact for Kevin A. Kelly 2009-07-24 -----END PRIVACY-ENHANCED MESSAGE-----