As filed with the Securities and Exchange Commission on August 14, 2000
Registration No. 333-
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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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LOJACK CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 04-2664794
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
333 Elm Street
Dedham, Massachusetts 02026
(Address of Principal Executive Offices including zip code)
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LoJack Corporation
Restated and Amended Stock Incentive Plan
(Full title of the plan)
Joseph F. Abely
President and Chief Operating Officer
LoJack Corporation
333 Elm Street
Dedham, Massachusetts 02026
(781) 326-4700
(Name, address and telephone number of Agent For Service)
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Copy to:
Thomas A. Wooters, Esq.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2800
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If, as a result of stock splits, stock dividends or similar transactions, the
number of securities purported to be registered on this Registration Statement
changes, the provisions of Rule 416 shall apply to this Registration Statement.
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum
Title of Securities Amount to be Maximum Offering Aggregate Amount of
to be Registered Registered Price Per Share(1) Offering Price(1) Registration Fee
---------------- ---------- ------------------ ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 4,854,135 $6.9375 $33,675,562 $8,890.35
<FN>
(1) The proposed maximum offering price per share and the proposed maximum
aggregate offering price have been estimated solely for purpose of
calculating the amount of the registration fee in accordance with Rules
457(c) and 457(h) under the Securities Act of 1933, as amended, on the
basis of the average of the high and low prices of the Common Stock on
the New York Stock Exchange on August 7, 2000.
</FN>
</TABLE>
<PAGE>
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Insofar as additional securities are being registered of the same class
as other securities for which a registration statement filed on this form
relating to an employee benefit plan is effective, in accordance with General
Instruction E to the Registration Statement on Form S-8, LoJack Corporation (the
"Company") hereby incorporates by reference the contents of the Company's
Registration Statement No. 33-86614 on Form S-8 as filed with the Securities and
Exchange Commission on November 22, 1994 and omits the information required by
Part II from this registration statement, other than Item 3, Item 5 and Item 8
below, which have been updated.
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Company with the
Commission, are incorporated by reference in and made a part of this
registration statement, as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended February 29, 2000; and
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended May 31, 2000.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
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 part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
herein, or in any subsequently filed document which also is or is deemed to be
incorporated by reference, modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares offered hereby will be passed upon for the
Company by Sullivan & Worcester LLP, Boston, Massachusetts. As of July 31, 2000,
Thomas A. Wooters, a member of the firm of Sullivan & Worcester LLP, owned 7,795
shares of our common stock. Mr. Wooters and other partners and associates of
that firm serve as secretary or assistant secretaries for us and certain of our
subsidiaries.
Item 8. Exhibits.
Exhibit No. Description
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5.1 Opinion of Sullivan & Worcester LLP.
23.1 Consent of Sullivan & Worcester LLP (contained in the opinion
of Sullivan & Worcester LLP filed herewith as Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24 Power of Attorney.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Boston, Commonwealth of Massachusetts, on this 11th
day of August, 2000.
LOJACK CORPORATION
By: /s/ C. Michael Daley
C. Michael Daley
Chairman of the Board, Chief Executive
Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Company in the capacities and on the date indicated.
Signature Capacity Date
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* Director, Chairman, Chief
C. Michael Daley Executive Officer, and Treasurer
(Principal Executive Officer)
* Director
Robert J. Murray
* Director
James A. Daley
* Director
Lee T. Sprague
* Director
Larry C. Renfro
/s/ Harvey Rosenthal Director August 11, 2000
Harvey Rosenthal
* President and Chief Operating
Joseph F. Abely Officer (Principal Financial
and Accounting Officer)
C. Michael Daley, the undersigned attorney-in-fact, by signing his name
hereto, does hereby sign and execute this Registration Statement on behalf of
the above indicated officers and directors thereof pursuant to a power of
attorney filed with the Securities and Exchange Commission.
August 11, 2000 By: /s/ C. Michael Daley
C. Michael Daley, Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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5.1 Opinion of Sullivan & Worcester LLP.*
23.1 Consent of Sullivan & Worcester LLP (contained in the opinion
of Sullivan & Worcester LLP filed herewith as Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.*
24 Power of Attorney.*
*Filed herewith.
