-----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, Wd3YfERJx7Cn8lZEvr0d4Frjzcq37fqLQKg4r0jhPw7zhk9yNTCK4VAcwqhxMB1F nWE9jGnVH+zIeBYpNH+MJQ== 0000914760-97-000155.txt : 19970825 0000914760-97-000155.hdr.sgml : 19970825 ACCESSION NUMBER: 0000914760-97-000155 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970822 EFFECTIVENESS DATE: 19970822 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS INDUSTRIES INC CENTRAL INDEX KEY: 0000097886 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 610505332 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-34175 FILM NUMBER: 97668325 BUSINESS ADDRESS: STREET 1: P O BOX 35120 CITY: LOUISVILLE STATE: KY ZIP: 40232 BUSINESS PHONE: 5028934600 MAIL ADDRESS: STREET 1: P O BOX 35120 CITY: LOUISVILLE STATE: KY ZIP: 40232 S-8 1 As filed with the Securities and Exchange Commission on August ___, 1997. Registration No. 333-_____ SECURITIES AND EXCHANGE COMMISSION Washington, DC 50549 FORM S-8 Registration Statement Under the Securities Act of 1933 THOMAS INDUSTRIES INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 61-0505332 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 4360 BROWNSBORO ROAD SUITE 300 LOUISVILLE, KENTUCKY 40207 (Address of Principal Executive Offices) THOMAS INDUSTRIES INC. EMPLOYEE STOCK PURCHASE PLAN (Full Title of the Plan) PHILLIP J. STUECKER Telephone number, SECRETARY, including area code, VICE PRESIDENT OF FINANCE AND of agent for service: CHIEF FINANCIAL OFFICER THOMAS INDUSTRIES INC. 4360 BROWNSBORO ROAD SUITE 300 LOUISVILLE, KENTUCKY 40207 (502) 893-4600 (Name and Address of Agent For Service) CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered(1) Per Share(2) Price(2) Fee Common Stock, par value $1.00, 60,000 Shares $29.0625 $1,743,750.00 $528.41 including Preferred Stock Purchase Rights(3) (1) An undetermined number of additional shares may be issued if the anti-dilution adjustment provisions of the plan become operative. (2) Estimated solely for the purpose of calculating the registration fee in accordance with rule 457(c) and (h) under the Securities Act of 1933 on the basis of the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on August 15, 1997. (3) Prior to the occurrence of certain events, the Preferred Stock Purchase Rights will not be evidenced separately from the Common Stock.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents are incorporated by reference into this registration statement: (1) The Annual Report of Thomas Industries Inc. (the "Company") on Form 10-K for the year ended December 31, 1996, which has heretofore been filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"). (2) The Quarterly Reports of the Company on Form 10-Q for the three-months ended March 31, 1997 and June 30, 1997, which have heretofore been filed by the Company with the Commission pursuant to the 1934 Act. (3) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed with the Commission pursuant to Section 12 of the 1934 Act. (4) The description of the Company's Preferred Stock Purchase Rights contained in the Company's Registration Statement on Form 8-A, as amended, filed with the Commission pursuant to Section 12 of the 1934 Act. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 a part hereof from the date of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"); provided, however, that the documents enumerated above or subsequently filed by the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 in each year during which the offering made by this registration statement is in effect prior to the filing with the Commission of the registrant's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference in this registration statement or be a part hereof from and after the filing of such Annual Report on Form 10-K. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities. The securities to be offered are registered under Section 12(b) of the 1934 Act. Item 5. Interest of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation law and the By-laws and Restated Certificate of Incorporation of the Company provide as follows: INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law and the By-laws of the Company provide for indemnification of directors and officers for expenses (including reasonable amounts paid in settlement) incurred in defending actions brought against them. The Company's Restated Certificate of Incorporation contains a provision that eliminates, to the fullest extent permitted by Delaware law, the personal liability of each director of the Company to the Company and its shareholders for monetary damages for certain breaches of fiduciary duty. This provision does not affect the director's liability for monetary damages for breaches of the duty of loyalty, actions or omissions not in good faith, knowing violation of law or intentional misconduct, willful or negligent conduct in approving an unlawful dividend, stock repurchase or redemption or obtaining improper personal benefits, nor does this provision eliminate the ability to bring suit to rescind a transaction or to enjoin a proposed transaction from occurring. In addition, this provision applies only to claims against a director arising out of his role as a director and not, if he is also an officer, his role as an officer or in any other capacity, nor to his responsibilities under any other law, such as the federal securities laws. The By-laws of the Company provide that directors and officers shall be indemnified and held harmless by the Company to the fullest extent permitted by the laws of Delaware as the same now or hereafter exist. The Company maintains directors and officers liability insurance covering all directors and officers of the Company against claims arising out of the performance of their duties. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Reference is made to the Exhibit Index. Item 9. Undertakings. The 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 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. (2) That, for the purpose of determining any liability under the Securities Act of 1933 (the "Act"), 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) That, for the purposes of determining any liability under the Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and each filing of an employee benefit plan's annual report pursuant to 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. (4) 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. (5) Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 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 undersigned 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 the City of Louisville, Commonwealth of Kentucky, on the 21st day of August, 1997. THOMAS INDUSTRIES INC. By: /s/ Phillip J. Stuecker __________________________________ Phillip J. Stuecker Vice President of Finance, Chief Financial Officer and Secretary POWER OF ATTORNEY We, the undersigned officers and directors of Thomas Industries Inc., hereby severally constitute Timothy C. Brown and Phillip J. Stuecker, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and generally to do all such things in our name and behalf in the capacities indicated below to enable Thomas Industries Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. Pursuant to the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 21st day of August, 1997. Signature Title /s/ Timothy C. Brown _____________________________________ Timothy C. Brown President, Chief Executive Officer and Chairman of the Board /s/ Phillip J. Stuecker _____________________________________ Vice President of Finance, Phillip J. Stuecker Chief Financial Officer and Secretary (Principal Financial Officer) /s/ Ronald D. Wiseman ____________________________________ Controller and Assistant Ronald D. Wiseman Secretary (Principal Accounting Officer) /s/ Wallace H. Dunbar _____________________________________ Director Wallace H. Dunbar /s/ Roger P. Eklund _____________________________________ Director Roger P. Eklund /s/ H. Joseph Ferguson _____________________________________ Director H. Joseph Ferguson /s/ Gene P. Gardner _____________________________________ Director Gene P. Gardner /s/ Lawrence E. Gloyd _____________________________________ Director Lawrence E. Gloyd /s/ William M. Jordan _____________________________________ Director William M. Jordan /s/ Ralph D. Ketchum _____________________________________ Director Ralph D. Ketchum /s/ Franklin J. Lunding, Jr. _____________________________________ Director Franklin J. Lunding, Jr. EXHIBIT INDEX Exhibit Number Description 4.1 Restated Certificate of Incorporation, as amended (incorporated herein by reference to Exhibit 3(a) to Registrant's Form 10-Q filed for the quarterly period ended June 30, 1988). 4.2 By-laws, as amended (incorporated herein by reference to Exhibit 3 to Registrant's Form 10-Q filed for the quarterly period ended March 31, 1996). 4.3 Rights Agreement dated as of December 24, 1987 between the Company and Wachovia Bank and Trust Co., N.A. (incorporated herein by reference to Exhibit 1 to Registrant's Form 8-A dated December 23, 1987). 4.4 Amendment dated as of October 18, 1990 to Rights Agreement (incorporated herein by reference to Exhibit 1 to Registrant's Form 8-K dated October 23, 1990). 5 Opinion (including consent) of McDermott, Will & Emery.* 23.1 Consent of Ernst & Young LLP.* 23.2 Consent of KPMG Peat Marwick LLP.* *Filed herewith EX-5 2 Exhibit 5 McDERMOTT, WILL & EMERY 227 West Monroe Street Chicago, Illinois 60606 August 21, 1997 Thomas Industries Inc. 4360 Brownsboro Road Suite 300 Louisville, Kentucky 40232-5120 RE: 60,000 Shares of Common Stock (par value $1.00) including Preferred Share Purchase Rights for Thomas Industries Inc.'s Employee Stock Purchase Plan (the "Plan") Gentlemen: We have acted as counsel for Thomas Industries Inc. (the "Company") in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") for the registration under the Securities Act of 1933, as amended, of 60,000 shares of the Company's Common Stock, $1.00 par value (the "Common Stock"), which may be purchased pursuant to the Plan and 60,000 Preferred Share Purchase Rights which currently are attached to, and trade with, the Common Stock. We have examined or considered: 1. A copy of the Company's Restated Certificate of Incorporation. 2. The By-Laws of the Company. 3. Telephonic confirmation of the Secretary of State of Delaware, as of a recent date, as to the good standing of the Company in that state. 4. A copy of resolutions duly adopted by the Board of Directors of the Company relating to the Plan. 5. A copy of the Plan. In addition to the examination outlined above, we have conferred with various officers of the Company and have ascertained or verified, to our satisfaction, such additional facts as we deemed necessary or appropriate for the purposes of this opinion. Based on the foregoing, we are of the opinion that: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) All legal and corporate proceedings necessary for the authorization, issuance and delivery of the shares of Common Stock under the Plan have been duly taken, and the related Common Stock, upon acquisition pursuant to the terms of the Plan, and the Preferred Share Purchase Rights, will be duly authorized, legally and validly issued, fully paid and nonassessable. We hereby consent to all references to our Firm in the Registration Statement and to the filing of this opinion by the company as an Exhibit to the Registration Statement. Very truly yours, /s/ McDermott, Will & Emery McDermott, Will & Emery WJQ/bjs EX-23.1 3 Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 for the registration of 60,000 shares of common stock of Thomas Industries Inc. pertaining to the Thomas Industries Inc. Employee Stock Purchase Plan of our reports dated February 5, 1997, with respect to the consolidated financial statements of Thomas Industries Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1996 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Louisville, Kentucky August 18, 1997 EX-23.2 4 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Thomas Industries Inc. We consent to the incorporation herein by reference in the Registration Statement on Form S-8 for the registration of 60,000 shares of common stock of Thomas Industries Inc. pertaining to the Thomas Industries Inc. Employee Stock Purchase Plan of our reports dated February 7, 1996 relating to the consolidated balance sheet of Thomas Industries Inc. and subsidiaries as of December 31, 1995, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the years in the two-year period ended December 31, 1995, and the related schedule, which reports appear in the December 31, 1996 annual report on Form 10-K of Thomas Industries Inc. /s/ KPMG Peat Marwick LLP Louisville, Kentucky August 18, 1997 -----END PRIVACY-ENHANCED MESSAGE-----