-----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, NKMCpbAcPP4dRHwZVcKuFKPQumjF/X9MTgDE4s6ZhDKwkYX3Q4wbGODxvnM/V0c8 OJjYsgLP0d/v1vNPVzzEfQ== 0000914760-99-000228.txt : 19991216 0000914760-99-000228.hdr.sgml : 19991216 ACCESSION NUMBER: 0000914760-99-000228 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991215 EFFECTIVENESS DATE: 19991215 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: 333-92757 FILM NUMBER: 99774618 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 December __, 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. RETIREMENT SAVINGS AND INVESTMENT PLAN GENLYTE THOMAS RETIREMENT SAVINGS AND INVESTMENT PLAN (Full Title of the Plans) 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 Registered(1) Per Share(2) Price(2) Fee - ------------------------------------------------------------------------------------------------- Common Stock, par value $1.00, 500,000 Shares $8,500,000.00 $17.00 $2,244.00 including Preferred Stock Purchase Rights(3) - -------------------------------------------------------------------------------------------------- 1 In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.. 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 December 8, 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. --------------------------------------- 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 fiscal year ended December 31, 1998, 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 Company's Quarterly Reports on Form 10-Q for the quarter period, ended March 31, 1999, June 30, 1999 and September 30, 1999 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. (5) The Annual Report of the Thomas Industries Inc. Retirement Savings and Investment Plan (the "Thomas Plan") on Form 11-K for the year ended December 31, 1998, which has heretofore been filed by the Company with the Commission pursuant to the 1934 Act. All documents subsequently filed by the Company, the Thomas Plan and the Genlyte Thomas Retirement Savings and Investment Plan (the "Genlyte Thomas Plan") 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 registrants 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 registrants' Annual Reports on 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 Reports. 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 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 registrants hereby undertake: (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 14th day of December, 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 14th day of December, 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 Pursuant to the requirements of the Securities Act of 1933, the Thomas Plan duly caused this Registration statement to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Louisville, Commonwealth of Kentucky, on December 14, 1999. THOMAS INDUSTRIES INC. SAVINGS AND RETIREMENT SAVINGS AND INVESTMENT PLAN By: /s/ Phillip J. Stuecker -------------------------------- Pursuant to the requirements of the Securities Act of 1933, the Genlyte Thomas Plan duly caused this Registration statement to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Louisville, Commonwealth of Kentucky, on December 14, 1999. GENLYTE THOMAS RETIREMENT SAVINGS AND INVESTMENT PLAN By: /s/ Raymond Zaccagnini --------------------------------- 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 December 14, 1999 Thomas Industries Inc. 4360 Brownsboro Road Suite 300 Louisville, Kentucky 40232-5120 RE: 500,000 Shares of Common Stock (par value $1.00) including Preferred Share Purchase Rights for Thomas Industries Inc.'s Retirement Savings and Investment Plan and Genlyte Thomas Retirement Savings and Investment Plan (the "Plans") ------------------------------------------------------------------- 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 500,000 shares of the Company's Common Stock, $1.00 par value (the "Common Stock"), which may be purchased pursuant to the Plans and 500,000 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 Plans. 5. Copies of the Plans. 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 Plans, 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 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. Retirement Savings and Investment Plan and the Gentlyte Thomas Retirement Savings and Investment 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 Securites and Exchange Commission. /s/ Ernst & Young LLP Louisville, Kentucky December 10, 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 the Thomas Industries Incorporated Form 10-K as it relates to the financial statements of The Genlyte Thomas Group LLC for the year ended December 31, 1998 and to all references to our Firm included in this registration statement as they relate to The Genlyte Thomas Group LLC. /s/ Arthur Andersen LLP Louisville, Kentucky December 10, 1998 -----END PRIVACY-ENHANCED MESSAGE-----