-----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, JajQX0ds1bbbZmINFrfE9Ua2yCzbpmiR4OijAPLvHKSVNpK3zngUWtiMSeiaAJxL tH1mDzkKijfnecURACK2xA== 0000914760-99-000140.txt : 19990727 0000914760-99-000140.hdr.sgml : 19990727 ACCESSION NUMBER: 0000914760-99-000140 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990726 EFFECTIVENESS DATE: 19990726 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: SEC FILE NUMBER: 333-83707 FILM NUMBER: 99669816 BUSINESS ADDRESS: STREET 1: 4360 BROWNBORO ROAD STREET 2: SUITE 300 CITY: LOUISVILLE STATE: KY ZIP: 40207 BUSINESS PHONE: 5028934600 MAIL ADDRESS: STREET 1: 4360 BROWNBORO ROAD STREET 2: SUITE 300 CITY: LOUISVILLE STATE: KY ZIP: 40207 S-8 1 As filed with the Securities and Exchange Commission on July __, 1999. Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- 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. 1995 INCENTIVE STOCK PLAN (AS AMENDED AND RESTATED) (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 (502) 893-4600 THOMAS INDUSTRIES INC. 4360 BROWNSBORO ROAD SUITE 300 LOUISVILLE, KENTUCKY 40207 (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 Registered1 Per Share2 Price2 Fee - -------------------------------------------------------------------------------------------------------- Common Stock, par value $1.00, 750,000 Shares $22.0625 $ 16,546,875 $4,600 including Preferred Stock Purchase Rights3 ======================================================================================================== 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 July 22, 1999. 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. --------------------------------------- Pursuant to General Instruction E of Form S-8, the Registration Statement on Form S-8 filed by Thomas Industries Inc. (the "Company") (File No. 333-59099) with the Securities and Exchange Commission (the "Commission") is incorporated herein by reference. The following documents are also incorporated by reference: (1) The Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 1998, which has heretofore been filed by the Company with the Commission pursuant tot he Securities Exchange Act of 1934, as amended (the "1934 Act"). (2) The Company's Quarterly Report on Form 10-Q for the quarter period ended March 31, 1999, which has heretofore been filed by the Company with the Commission pursuant to 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 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 where applicable 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 23rd day of July, 1999. THOMAS INDUSTRIES INC. By: /s/ Timothy C. Brown __________________________________ Timothy C. Brown, President, Chief Executive Officer 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 23rd day of July, 1999. Signature Title /s/ Timothy C. Brown ______________________________ President, Chief Executive Officer, and Director Timothy C. Brown (Principal Executive Officer) /s/ Phillip J. Stuecker ______________________________ Vice President, Finance; Chief Financial Officer, Phillip J. Stuecker and Secretary (Principal Financial Officer) /s/ Roger P. Whitton ______________________________ Controller Roger P. Whitton (Principal Accounting Officer) /s/ Wallace H. Dunbar ______________________________ Director Wallace H. Dunbar /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/ Franklin J. Lunding, Jr. ______________________________ Director Franklin J. Lunding, Jr. /s/ Anthony A. Massaro ______________________________ Director Anthony A. Massaro EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 5 Opinion (including consent) of McDermott, Will & Emery.* 23.1 Consent of Ernst & Young LLP.* 23.2 Consent of Arthur Andersen LLP* *Filed herewith EX-5 2 [McDermott, Will & Emery Letterhead] July 23, 1999 Thomas Industries Inc. 4360 Brownsboro Road Suite 300 Louisville, Kentucky 40232-5120 RE: 750,000 Shares of Common Stock (par value $1.00) including Preferred Share Purchase Rights for Thomas Industries Inc.'s 1995 Incentive Stock Plan (as amended and restated) (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 750,000 shares of the Company's Common Stock, $1.00 par value (the "Common Stock"), which may be purchased pursuant to the Plan and 750,000 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 EX-23.1 3 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Thomas Industries Inc. 1995 Incentive Stock Plan of our report dated February 11, 1999, with respect to the consolidated financial statements and schedule of Thomas Industries Inc. and subsidiaries included in its Annual Report on Form 10-K for the year ended December 31, 1998, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Louisville, Kentucky July 22, 1999 EX-23.2 4 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 February 10, 1999 included in Thomas Industries Inc.'s Annual Report of the Company on Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Louisville, Kentucky July 21, 1999 -----END PRIVACY-ENHANCED MESSAGE-----