<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1998
REGISTRATION NO. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------------------------
ADVANCED LIGHTING TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
OHIO 34-1803229
- --------------------------------------------------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
32000 Aurora Road
Solon, Ohio 44139
(440) 519-0500
(Address of Principal Executive Offices)
AMENDED AND RESTATED
ADVANCED LIGHTING TECHNOLOGIES, INC.
1998 INCENTIVE AWARD PLAN
(Full title of the Plan)
LOUIS S. FISI
Advanced Lighting Technologies, Inc.
32000 Aurora Road
Solon, Ohio 44139
(440) 519-0500
(Name, Address and Telephone Number,
including Area Code, of Agent for Service)
-------------------------------------------------
Copy to: JAMES S. HOGG, ESQ.
Cowden, Humphrey & Sarlson
1414 Terminal Tower
50 Public Square
Cleveland, Ohio 44113
(216) 241-2880
-------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================ ====================== ===================== ======================= ======================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) FEE
- -------------------------------- ---------------------- --------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 500,000 $10.125 $5,062,500 $1407.38
================================ ====================== ===================== ======================= ======================
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement also covers such
indeterminate number of additional shares as may hereinafter be offered
or issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions effected without receipt of
consideration as provided by the Plan.
(2) Maximum offering price is not determinable, since the price per share
will vary from time to time depending on the market value of the Common
Stock. Maximum offering price has been calculated in accordance with
Rule 457(c) and Rule 457(h), based upon the average of the reported
high and low sales prices of the Common Stock quoted on the Nasdaq
National Market on December 17, 1998, of $10.125 per share.
<PAGE> 2
This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on this form
relating to the same employee benefit plan is effective. Consequently, pursuant
to General Instruction E of Form S-8, the contents of the Registration Statement
on Form S-8 filed by Advanced Lighting Technologies, Inc. (the "Company") with
the Securities and Exchange Commission regarding Amended and Restated Advanced
Lighting Technologies, Inc. 1998 Incentive Award Plan (the "Plan") on February
5, 1998, Registration No. 333-45689 are incorporated by reference into this
Registration Statement and made a part hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The exhibit numbers on the following list correspond to the numbers
in the exhibit table required pursuant to Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5 Opinion of Cowden, Humphrey & Sarlson
23.1 Consent of Cowden, Humphrey & Sarlson (contained in Exhibit 5)
23.2 Consent of Ernst & Young LLP
</TABLE>
<PAGE> 3
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 (Form S-8) to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cleveland, State of Ohio, on December 23, 1998.
ADVANCED LIGHTING TECHNOLOGIES, INC.
By: /s/ Louis S. Fisi
----------------------------
Louis S. Fisi
Executive Vice President
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Wayne R. Hellman Chief Executive Officer and Director December 23, 1998
- ---------------------------
Wayne R. Hellman
/s/ Nicholas R. Sucic Chief Financial Officer, Vice President December 23, 1998
- ---------------------------
Nicholas R. Sucic and Treasurer (Chief Accounting Officer)
/s/ Alan J. Ruud Director December 23, 1998
- ---------------------------
Alan J. Ruud
/s/ Louis S. Fisi Director December 23, 1998
- ---------------------------
Louis S. Fisi
/s/ Theodore A. Filson Director December 23, 1998
- ---------------------------
Theodore A. Filson
/s/ Francis H. Beam Director December 23, 1998
- ---------------------------
Francis H. Beam
/s/ Susuma Harada Director December 23, 1998
- ---------------------------
Susuma Harada
/s/ A Gordon Tunstall Director December 23, 1998
- ---------------------------
A Gordon Tunstall
/s/ John R. Buerkle Director December 23, 1998
- ---------------------------
John R. Buerkle
</TABLE>
*The undersigned, by signing his name hereto, does hereby execute this
Registration Statement on behalf of the above indicated officers and directors
of Advanced Lighting Technologies, Inc. pursuant to Powers of Attorney executed
by each such officer and director appointing the undersigned as attorney-in-fact
and filed with the Securities and Exchange Commission.
By: _________________________________
Louis S. Fisi
Attorney-in-Fact
<PAGE> 4
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description Page
----------- ----------- ----
<S> <C>
5 Opinion of Cowden, Humphrey & Sarlson
23.1 Consent of Cowden, Humphrey & Sarlson (contained in Exhibit 5)
23.2 Consent of Ernst & Young LLP
</TABLE>
<PAGE> 1
Exhibit 5
COWDEN, HUMPHREY & SARLSON CO., LPA
1414 TERMINAL TOWER
50 PUBLIC SQUARE
CLEVELAND, OHIO 44113
(216) 241-2880
(216) 241-2881 facsimile
December 23, 1998
Advanced Lighting Technologies, Inc.
32000 Aurora Road
Solon, OH 44139
Re: Form S-8 Registration Statement for Amended and Restated
Advanced Lighting Technologies, Inc. 1998 Incentive Award Plan
Gentlemen:
We have acted as counsel for Advanced Lighting Technologies, Inc., an
Ohio corporation (the "Company"), in connection with the proposed offer by the
Company of up to 500,000 additional shares of the Company's Common Stock (the
"Shares") pursuant to the Amended and Restated Advanced Lighting Technologies,
Inc. 1998 Incentive Award Plan (the "Plan"). We have examined such documents,
records and matters of law as we have deemed necessary for purposes of this
opinion.
Based upon the foregoing, it is our opinion that the Shares, when
issued or transferred and sold to participants in accordance with the Plan (and
authorized forms of Award Agreements), will be duly authorized, validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to
Registration Statement on Form S-8 filed by the Company to effect registration
of the Shares issued and sold pursuant to the Plan under the Securities Act of
1933 and to the reference to us under the caption "Item 5. Interests of Named
Experts and Counsel" in Registration Statement on Form S-8 (Registration No.
333-45689) which is incorporated by reference into such Registration Statement.
Very truly yours,
COWDEN, HUMPHREY & SARLSON CO., L.P.A.
<PAGE> 1
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-00000) pertaining to Advanced Lighting Technologies,
Inc.'s Amended and Restated 1998 Incentive Award Plan of our report dated
September 28, 1998, with respect to the consolidated financial statements of
Advanced Lighting Technologies, Inc., included in its Annual Report (Form 10-K)
for the year ended June 30, 1998, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
December 22, 1998
Cleveland, Ohio
