<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 2000
REGISTRATION NO. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ADVANCED LIGHTING TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
OHIO 34-1803229
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(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)
WAYNE R. HELLMAN
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)
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Copy to: JAMES S. HOGG, ESQ.
Cowden, Humphrey & Sarlson
1414 Terminal Tower
50 Public Square
Cleveland, Ohio 44113
(216) 241-2880
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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
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value 750,000 $13.86 $10,395,000 $2,744.28
===========================================================================================================
</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 May 4, 2000, of $13.86 per share.
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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:
Exhibit No. Description
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5 Opinion of Cowden, Humphrey & Sarlson
23.1 Consent of Grant Thornton LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Cowden, Humphrey & Sarlson
(contained in Exhibit 5)
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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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Solon, State of Ohio, on May 8, 2000.
ADVANCED LIGHTING TECHNOLOGIES, INC.
By: /s/ Alan J. Ruud
-----------------------
Alan J. Ruud
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
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<S> <C> <C>
/s/ Wayne R. Hellman Chairman and Chief Executive Officer May 8, 2000
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Wayne R. Hellman
/s/ Nicholas R. Sucic Chief Financial Officer, Vice President May 8, 2000
- -------------------------- and Treasurer (Chief Accounting Officer)
Nicholas R. Sucic
/s/ Alan J. Ruud Vice Chairman, President, May 8, 2000
- -------------------------- Chief Operating Officer and Director
Alan J. Ruud
/s/ Louis S. Fisi Director May 8, 2000
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Louis S. Fisi
/s/ Theodore A. Filson Director May 8, 2000
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Theodore A. Filson
/s/ Francis H. Beam Director May 8, 2000
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Francis H. Beam
/s/ Susuma Harada Director May 8, 2000
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Susuma Harada
/s/ A Gordon Tunstall Director May 8, 2000
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A Gordon Tunstall
/s/ John R. Buerkle Director May 8, 2000
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John R. Buerkle
/s/ Thomas K. Lime Director May 8, 2000
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Thomas K. Lime
/s/ John E. Breen Director May 8, 2000
- --------------------------
John E. Breen
</TABLE>
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EXHIBIT INDEX
Exhibit No. Description Page
----------- ----------- ----
5 Opinion of Cowden, Humphrey & Sarlson
23.1 Consent of Grant Thornton LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Cowden, Humphrey & Sarlson
(contained in Exhibit 5)
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EXHIBIT 5
COWDEN, HUMPHREY & SARLSON CO., LPA
1414 TERMINAL TOWER
50 PUBLIC SQUARE
CLEVELAND, OHIO 44113
(216) 241-2880
(216) 241-2881 facsimile
May 8, 2000
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 750,000 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.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 registering 750,000 common shares) pertaining to Advanced
Lighting Technologies, Inc.'s Amended and Restated 1998 Incentive Award Plan of
our report dated September 24, 1999, except for Note U, as to which the date is
September 28, 1999 and Note L, as to which the date is October 11, 1999, with
respect to the consolidated financial statements of Advanced Lighting
Technologies, Inc. as of June 30, 1999 and for the year then ended, included in
its Annual Report (Form 10-K/A No. 3) for the year ended June 30, 1999, filed
with the Securities and Exchange Commission.
/s/ GRANT THORNTON LLP
May 8, 2000
Cleveland, Ohio
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 registering 750,000 common shares) pertaining to Advanced
Lighting Technologies, Inc.'s Amended and Restated 1998 Incentive Award Plan of
our report dated September 28, 1998 (except for the sixth paragraph of Note C,
as to which the date is March 15, 1999 and except for the information related to
the year ended June 30, 1998 included in Note L, as to which the date is April
24, 2000), with respect to the consolidated financial statements of Advanced
Lighting Technologies, Inc. at June 30, 1998 and for each of the two years in
the period ended June 30, 1998, included in its Annual Report (Form 10-K/A
No. 3) for the year ended June 30, 1999, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
May 8, 2000
Cleveland, Ohio
