As filed with the Securities and Exchange Commission on May 28, 1996
Reg. No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JUNO LIGHTING, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-2852993
(State of Incorporation) (I.R.S. Employer Identification No.)
2001 South Mt. Prospect Road
Des Plaines, Illinois 60017
(Address and Zip Code of Principal Executive Offices)
JUNO LIGHTING, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
George J. Bilek
Vice President, Finance and Treasurer
2001 South Mt. Prospect Road
Des Plaines, Illinois 60017
(847) 827-9880
(Name, Address, and Telephone Number 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 Per Offering Registration
Registered Registered Share (1)(2) Price(1) Fee
- --------------------------------------------------------------------------
Common Stock,
par value 400,000
$.01 per share Shares $15.00 $6,000,000 $2,069
==========================================================================
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 plan described herein.
(1) Calculated pursuant to Rules 457(h)(1) and 457(c) based on the average
of the high and low prices reported for the Registrant's common stock on
the National Association of Securities Dealers Automated Quotation
System on May 20, 1996.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
<PAGE 2>
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange
Commission (the "Commission"), this Registration Statement
omits the information specified in Part I of Form S-8.
<PAGE 3>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by Juno Lighting, Inc.
(the "Company") (File No. 0-11631) are incorporated in this Registration
Statement on Form S-8 (the "Registration Statement") by reference:
1. The Company's Report on Form 10-Q for the quarter ended February 29,
1996.
2. The Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1995.
3. All other reports filed by the Company pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since the end of the fiscal year covered by the Annual Report on
Form 10-K referred to in number 2 above.
4. The description of the Company's common stock, par value $.01 per share
("Common Stock") (which is registered under Section 12 of the Exchange
Act), contained in the Company's Registration Statement on Form 10 filed
under such Act and any amendment or report for the purpose of updating
such description).
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered
hereunder have been sold or which deregisters all of the securities offered
then remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such documents.
The consolidated financial statements and financial statement schedules
incorporated by reference in this Registration Statement from the Company's
Annual Report on Form 10-K for the fiscal year ended November 30, 1995 have
been so incorporated in reliance on the reports of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the Company's common stock being originally offered
hereunder has been passed upon by Sonnenschein Nath & Rosenthal ("SNR"),
counsel to the Company, 8000 Sears Tower, Chicago, Illinois 60606. Julius
Lewis is a partner of SNR and is a director and secretary of the Company and
as of May 13, 1996 beneficially owned 4,000 shares of the Company's common
stock.
<PAGE 4>
Item 6. Indemnification of Directors and Officers
As authorized by the Delaware General Corporation Law ("DGCL"), the
Certificate of Incorporation of the Company provides that no director of the
Company shall be personally liable to the Company or its stockholders for
monetary damages for any breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL (relating to any willful or negligent declaration of
an unlawful dividend, stock purchase or redemption) or (iv) for any
transaction from which the director derived any improper personal benefits.
The effect of this provision is to eliminate the rights of the Company and its
stockholders (through stockholders' derivative suits on behalf of the Company)
to recover monetary damages against a director for breach of his fiduciary
duty as a director (including breaches resulting from grossly negligent
behavior), except in the situations described above. This provision does not
limit the liability of directors under federal securities laws and has no
effect on non-monetary remedies that may be available to the Company or its
stockholders.
The By-Laws of the Company provide for indemnification by the Company of
its directors and officers to the fullest extent permitted by the DGCL. The
By-Laws also provide that the Company may advance litigation expenses to a
director, officer, employee or agent upon receipt of an undertaking by or on
behalf of such director, officer, employee or agent to repay such amount if it
is ultimately determined that the director, officer, employee or agent is not
entitled to be indemnified by the Company.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 Certificate of Incorporation of the Company (Exhibit 3.1 to the
Company's Report on Form 10-Q (SEC File No. 0-11631) for the
quarter ended May 31, 1987)*/
4.1(a) Amendment to Certificate of Incorporation of the Company (Exhibit
3.1 to the Company's Report on Form 10-K (SEC File No. 0-11631)
for the fiscal year ended November 30, 1990)*/
4.2 Restated By-Laws of the Company
5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Sonnenschein Nath & Rosenthal (included in their
opinion filed as Exhibit 5.1)
23.2 Consent of Price Waterhouse
24.1 Powers of Attorney
*/ Incorporated by reference.
<PAGE 5>
Item 9. Undertakings
(a) Rule 415 Offering. The Company hereby undertakes:
------------------
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities 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) 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.
(b) Incorporation of Subsequent Exchange Act Documents by Reference.
---------------------------------------------------------------
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) 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.
<PAGE 6>
(h) Form S-8 Registration Statement.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described above, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed
by the final adjudication of such issue.
<PAGE 7>
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 Des Plaines, State of Illinois, on May 17, 1996.
JUNO LIGHTING, INC.
By: /s/ Robert S. Fremont
--------------------------------------------
Robert S. Fremont, Chairman of the and
Chief Executive Officer
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.
Signature Title Date
------------- ------ -----
/s/ Robert S. Fremont Chairman of the Board, Chief May 17, 1996
- ------------------------- Executive Officer and Director
Robert S. Fremont (Principal Executive Officer)
*
- ------------------------- President, Chief Operating Officer May 17, 1996
Ronel Giedt and Director
/s/ George J. Bilek Vice President, Finance and May 17, 1996
- ------------------------- Treasurer (Principal Financial
George J. Bilek Officer and Principal Accounting
Officer)
*
- -------------------------
Julius Lewis Director May 17, 1996
*
- -------------------------
George M. Ball Director May 17, 1996
*
- ------------------------- Vice President, Operations and May 17, 1996
Thomas W. Tomsovic Director
*
- -------------------------
Allan Coleman Director May 17, 1996
*/ By: /s/ Robert S. Fremont
------------------------------------
(Robert S. Fremont, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Des Plaines, State of Illinois, on
May 17, 1996.
JUNO LIGHTING, INC.
By: /s/ Robert S. Fremont
------------------------------------
Robert S. Fremont, Chairman of the
Board and Chief Executive Officer
<PAGE 8>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description of Exhibit Numbered Page
- ------- ------------------------ -------------
4.1 Certificate of Incorporation of the Company*
4.2 By-Laws of the Company . . . . . . . . . . . . . . 9
5.1 Opinion of Sonnenschein Nath & Rosenthal . . . . . 26
23.1 Consent of Sonnenschein Nath & Rosenthal (included
in their opinion filed as Exhibit 5.1)
23.2 Consent of Price Waterhouse. . . . . . . . . . . . 28
24.1 Powers of Attorney . . . . . . . . . . . . . . . . 29
*/ Incorporated by reference.
<PAGE 9>
EXHIBIT 4.2
BY-LAWS
OF
JUNO LIGHTING, INC.
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Dover,
County of Kent, State of Delaware.
Section 2. The corporation may also have offices at such other
places both within and without the State of Delaware as the board of directors
may from time to time determine or the business of the corporation may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders shall be held at the
corporation's principal offices or at such other place either within or
without the State of Delaware as shall be designated from time to time by the
board of directors and stated in the notice of the meeting.
Section 2. Annual meetings of stockholders for the year 1983
shall be held on July 18, 1983, and commencing with the year 1984, shall be
held on the 1st Wednesday in April if not a legal holiday, and if a legal
holiday, then on the next secular day following, at 10:00 a.m., or at such
other date and time as shall be designated from time to time by the board of
directors and stated in the notice of the meeting, at which they shall elect
by a plurality vote directors as provided below, and transact such other
business as may properly be brought before the meeting.
At the 1983 annual meeting of stockholders, the directors shall be
divided into three classes, as nearly equal in number as possible, with a term
of office of the first class to expire at the 1984 annual meeting of
stockholders, the term of office of the second class to expire at the 1985
annual meeting of stockholders and the term of office of the third class to
expire at the 1986 annual meeting of stockholders.
At each annual meeting of stockholders following such initial
classification and election, directors elected to succeed those whose terms
expire shall be elected for a term of office expiring at the third succeeding
annual meeting of stockholders after their election. Newly created
<PAGE 10>
directorships resulting from any increase in the authorized number of
directors or any vacancy in the board of directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
shall be filled by a majority vote of directors in office. Directors so
chosen shall hold office for a term expiring at the annual meeting of
stockholders at which the term of the class to which they have been elected
expires. No decrease in the number of directors constituting the board of
directors shall shorten the term of any incumbent director.
Notwithstanding anything to the contrary contained in these
by-laws, the affirmative vote of the holders of at least 66-2/3% of the voting
power of all the shares of the corporation entitled to vote for the election
of directors shall be required to amend, alter or repeal, or to adopt any
provision inconsistent with, this Section 2.
Section 3. Written notice of any meeting of stockholders stating
the place, date and hour of the meeting, and in the case of special meeting of
stockholders, the purpose or purposes thereof, shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting, either personally or by mail or
telegraph, addressed to each stockholder at his address as it appears on the
records of the corporation. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. If notice be by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. Any
previously scheduled meeting of the stockholders may be postponed by
resolution of the Board of Directors upon public notice given prior to the
date previously scheduled for such meeting of stockholders.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
Section 5. Special meetings of the stockholders may be called by
the chairman of the board, the chief executive officer, the president or the
board of directors.
Section 6. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certification of incorporation. If, however, such quorum shall not be present
or represented at any meeting of the stockholders, the board of directors or
the chairman of the meeting shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
<PAGE 11>
shall be present or represented only such business may be transacted which
might have been transacted at the meeting as originally notified. If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting. The chairman of the board shall act as the chairman at all meetings
of stockholders. In the absence of the chairman of the board, the board of
directors shall designate any other director, officer or employee of the
corporation to preside at such meeting.
Section 7. When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or
the certificate of incorporation require a different vote, in which case such
express provision shall govern and control the decision of such question.
Section 8. Unless otherwise specifically provided by statute or
the certificate of incorporation, each stockholder shall at every meeting of
the stockholders be entitled to one vote for each share of the capital stock
having voting power held by such stockholder.
Section 9. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.
Section 10. Whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken for or in connection with any
corporate action, by any provision of the statutes, the meeting and vote of
stockholders may be dispensed with if a written consent or consents, setting
forth the action to be taken, shall be signed by stockholders having not less
than such percentage of the number of votes as may be authorized in the
certificate of incorporation; provided that in no case shall the written
consent be by the holders of stock having less than the minimum percentage of
the vote required by statute for the proposed corporate action, and provided
that prompt notice must be given to all stockholders of the taking of
corporate action without a meeting and by less than unanimous written consent.
Section 11. Stockholder nominations and business proposals shall
be made only as follows:
(A) Annual Meetings of Stockholders.
---------------------------------
(1) Nominations and Business Proposals: Nominations of
persons for election to the board of directors of the corporation and the
proposal of business to be considered by the stockholders at an annual meeting
of stockholders may be made only (a) by or at the direction of the board of
directors or (b) by any stockholders of the corporation who was a stockholder
of record at the time of giving of notice provided for in this Section 11, who
is entitled to vote at the meeting and who complied with the notice procedures
set forth in this Section 11. In order for business to be properly brought
before the meeting by a stockholder, such business, as determined by the
chairman of the meeting, must be a proper subject under Delaware corporate
law.
<PAGE 12>
(2) Notice to Corporation: For nominations or other
business to be properly brought before an annual meeting by a stockholder
pursuant to clause (b) of paragraph (A)(1) of this Section 11, the stockholder
must have given timely notice thereof in writing to the secretary. To be
timely, a stockholder's notice shall be delivered to the secretary at the
principal executive office of the corporation not less than 60 days nor more
than 90 days prior to the first anniversary of the preceding year's annual
meeting of stockholders; provided, however, that in the event the date of the
annual meeting is advanced by more than 30 days or delayed by more than 60
days from such anniversary date, notice by the stockholder must be so
delivered not earlier than the 90th day prior to such annual meeting and not
later than the close of business on the later of the 60th day prior to such
annual meeting or the 10th day following the day on which public announcement
of the date of such meeting is first made. Such stockholder's notice shall
set forth (a) as to each person whom the stockholder proposes to nominate for
election or reelection as a director, all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(including such person's written consent to be named in the proxy statement as
a nominee and to serving as a director if elected); (b) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest
in such business of such stockholder and the beneficial owner, if any, on
whose behalf the proposal is made; and (c) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made, (i) the name and address of such stockholder and of such
beneficial owner, and (ii) the class and number of shares of the corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner.
(B) Special Meetings of Stockholders.
---------------------------------
(1) Nominations of Directors: Subject to Section 2 of
this Article II, nominations of persons for election to the board of directors
may be made at a special meeting of stockholders at which directors are to be
elected only (a) by or at the direction of the board of directors or (b) by
any stockholder of the corporation who is a stockholder of record at the time
of giving of notice provided for in this Section 11, who shall be entitled to
vote at the meeting and who complies with the notice procedures set forth in
this Section 11.
(2) Notice to Corporation: Only such business shall be
conducted at a special meeting of stockholders as shall have been set forth as
the purpose or purposes of such special meeting in the corporation's notice of
such special meeting. Nominations by stockholders of such persons for
election to the board of directors may be made at such a special meeting of
stockholders if a stockholder's notice shall be delivered to the secretary at
the principal executive office of the corporation not earlier than the 90th
day prior to such special meeting and not later than the close of business on
the later of the 60th day prior to such special meeting or the 10th day
following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the board of directors to
be elected at such meeting. Such stockholder's notice shall set forth (a) as
to each person whom the stockholder proposes to nominate for election or
reelection as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of
<PAGE 13>
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Exchange Act (including such person's written consent to being named
in the proxy statement as a nominee and to serving as a director if elected)
and (b) as to the stockholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made, (i) the name and
address of such stockholder and of such beneficial owner, and (ii) the class
and number of shares of the corporation which are owned beneficially and of
record by such stockholder and such beneficial owner.
(C) General.
--------
(1) Acceptance of Nominations and Proposals: The
secretary shall have the power and duty to determine whether a nomination or
any business proposed to be brought before the meeting was made in accordance
with the procedures set forth in this Section 11. The secretary shall make
any such determination and shall notify the interested stockholder of such
determination (including the reasons for any determination that the interested
stockholder's nomination or proposal was not made in compliance with this
Section 11) within fifteen days after the corporation's receipt of the
stockholder's notice required by paragraph (A)(2) or (B)(2) of this Section
11. If the secretary determines that such nomination or proposal is not in
compliance with this Section 11, the interested stockholder shall have until
the later of the expiration of the applicable notice period or five days after
receipt by such stockholder of any such notice declaring that such
stockholder's nomination or proposal was not made in compliance with this
Section 11 to rectify any deficiency cited in such notice and to resubmit such
stockholder's nomination or proposal to the secretary at the principal
business office of the corporation. Any resubmitted nomination or proposal
shall contain only such nominations or proposals as were submitted to the
corporation in such stockholder's notice which did not comply with this
Section 11. The secretary shall determine whether any such resubmitted
nomination or proposal is in compliance with this Section 11, and shall notify
the interested stockholder of such determination (including the reasons for
any determination that the interested stockholder's resubmitted nomination or
proposal was not made in compliance with this Section 11), within five
additional days of the corporation's receipt of such stockholder's resubmitted
nomination or proposal.
(2) Compliance with Exchange Act: Notwithstanding the
foregoing provisions of this Section 11, a stockholder shall also comply with
all applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section 11. Nothing
in this Section 11 shall be deemed to affect any rights of stockholders to
request inclusion of proposals in the corporation's proxy statement pursuant
to Rule 14a-8 under the Exchange Act.
(3) Definitions: For purposes of this Section 11, "public
announcement" shall mean disclosure in a press release reported by the Dow
Jones News Service, Associated Press or a comparable national news service or
in a document publicly filed by the corporation with the Securities and
Exchange Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act.
<PAGE 14>
ARTICLE III
DIRECTORS
Section 1. The business affairs of the corporation shall be
managed by or under the direction of a board of directors consisting of not
less than (3) nor more than nine (9) persons. The exact number of directors
within the minimum and maximum limitations specified in the preceding sentence
shall be fixed from time to time by the board of directors pursuant to a
resolution adopted by a majority of the entire board of directors. The
directors shall be elected at the annual meeting of the stockholders, pursuant
to Article II, Section 2 and except as provided in Section 2 of this Article.
Each director elected shall hold office until his successor is elected and
qualified or until his earlier resignation or removal. Directors need not be
stockholders.
Section 2. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director, and any director so chosen shall hold office for a
term expiring at the annual meeting of stockholders at which the term of the
class to which they have been elected expires and until his successor is duly
elected and shall qualify, or until his earlier resignation or removal. If
there are no directors in office, then an election of directors may be held in
the manner provided by statute. If, at the time of filling any vacancy or
newly created directorship, the directors then in office shall constitute less
than a majority of the whole board (as constituted immediately prior to any
such increase), the Court of Chancery may, upon application of any stockholder
or stockholders holding at least ten percent of the total number of the shares
at the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
office.
Section 3. The business of the corporation shall be managed by
its board of directors, which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the
certificate of incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by the vote
of the stockholders at the annual meeting and no notice of such meeting shall
be necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of
the stockholders to fix the time or place of such first meeting of the newly
elected board of directors, or in the event such meeting is not held at the
time and place so fixed by the stockholders, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter provided
for special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
<PAGE 15>
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board may be called by the
chairman of the board, the chief executive officer or the president on two
days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the chairman of the board, the chief
executive officer, the president or the secretary in a like manner and on like
notice on the written request of two directors.
Section 8. At all meetings of the board a majority of the
directors shall constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be
present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken
at any meeting of the board of directors or of any committee thereof may be
taken without a meeting, if all members of the board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board, may participate in a meeting of the board
of such committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this section shall
constitute presence in person at such meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, be resolution passed by a
majority of the whole board, designate one or more committees, each committee
to consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee;
provide, however, that, if the resolution of the board of directors so
provides, in the absence or disqualification of any such member or alternate
member of such committee or committees, the member or members thereof present
at any meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or
disqualified member or alternate member. Any such committee, to the extent
provided in the resolution of the board of directors, shall have and may
exercise all the powers and authority of the board of directors in the
management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it,
but no such committee shall have the power or authority in reference to
amending the certificate of incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets,
<PAGE 16>
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution or amending the by-laws of the corporation; and,
unless the resolution expressly so provides, no such committee shall have the
power or authority to declare a dividend or to authorize the issuance of
stock. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of
the certificate of incorporation or of these by-laws, notice is required to be
given to any director or stockholder, such notice shall be in writing and
shall be given in person or by mail to such director or stockholder. If
mailed, such notice shall be addressed to such director or stockholder at his
address as it appears on the records of the corporation, with postage thereon
prepaid, and shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the
board of directors and shall be a chairman of the board, a chief executive
officer, a president, a vice-president, a secretary, a treasurer and a
comptroller. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers.
Any number of offices may be held by the same person, unless the certificate
of incorporation or these by-laws otherwise provide.
<PAGE 17>
Section 2. The board of directors at its meeting on the date of
each annual meeting of stockholders shall choose a chairman of the board, a
chief executive officer, a president, one or more vice-presidents, a
secretary, a treasurer and a comptroller.
Section 3. The board of directors may appoint such other officers
and agents as it shall deem desirable who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.
Section 4. The salaries of all officers of the corporation shall
be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the board of directors. Any vacancy
occurring in any office of the corporation shall be filled by the board of
directors.
THE CHAIRMAN OF THE BOARD
Section 6. The chairman of the board shall preside at all
meetings of the shareholders and directors and shall perform such other duties
and have such other authority as may be assigned or permitted by the board of
directors from time to time.
THE CHIEF EXECUTIVE OFFICER
Section 7. The chief executive officer shall be the principal
executive officer of the corporation and shall in general supervise and
control all of the business and affairs of the corporation. The chief
executive officer shall have the power to execute, on behalf of the
corporation, deeds, mortgages, bonds, contracts, and other documents which the
board of directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the board of
directors or by these by-laws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed;
the chief executive officer shall vote all shares of stock of any other
corporation standing in the name of this corporation, except where the voting
thereof shall be expressly delegated by the board of directors to some other
officer or agent of the corporation; and in general shall perform all duties
incident to the office of chief executive officer and such other duties as may
be prescribed by the board of directors from time to time.
THE PRESIDENT
Section 8. The president shall be the chief operating officer of
the corporation and shall report to the chief executive officer and shall
assist the chief executive officer in the supervision and control of the
business and affairs of the corporation. The president shall have the power
to execute, on behalf of the corporation, deeds, mortgages, bonds, contracts,
and other documents which the board of directors has authorized to be
executed, except in cases where the signing and execution thereof shall be
expressly delegated by the board of directors or by these by-laws to some
other officer or agent of the corporation, or shall be required by law to be
otherwise signed or executed; and, in general, shall perform all duties
<PAGE 18>
incident to the office of president and such other duties as may be prescribed
by the board of directors from time to time.
THE VICE-PRESIDENTS
Section 9. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated, or in
the absence of any designation, then in the order of their election) shall
perform the duties of the president, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the president. The
vice-presidents shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 10. The secretary shall attend all meetings of the board
of directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the board of directors
in a book to be kept for that purpose and shall perform like duties for the
standing committee when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the
board of directors or president, under whose supervision he shall be. He
shall have custody of the corporate seal of the corporation and he, or an
assistant secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by
the signature of such assistant secretary. The board of directors may give
general authority to any other officer to affix the seal of the corporation
and to attest the affixing by his signature.
Section 11. The assistant secretary, or if there be more than
one, the assistant secretaries in the order determined by the board of
directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
secretary and shall perform and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 12. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts and receipts
and disbursements in books belonging to the corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the board of
directors.
Section 13. He shall disburse the funds of the corporation as may
be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors,
when the president or board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the corporation.
<PAGE 19>
Section 14. If required by the board of directors, he shall give
the corporation a bond (which shall be renewed every six years) in such sum
and with such surety or sureties as shall be satisfactory to the board of
directors for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the corporation.
Section 15. The assistant treasurer, or if there shall be more
than one, the assistant treasurers in the order determined by the board of
directors (or if there be no such determination, then in order of their
election), shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
treasurer and shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.
ARTICLE VI
INTERESTED DIRECTORS AND OFFICERS
Section 1. No contract or transaction between the corporation and
one ore more of its directors or officers, or between the corporation and any
other corporation, partnership, association, or other organization in which
one or more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the board of directors or a committee thereof which authorizes the
contract or transaction, or solely because his or their votes are counted for
such purpose, if:
(a) The material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known
to the board of directors or the committee, and the board or
committee in good faith authorizes the contract or transaction by
the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a
quorum; or
(b) The material facts as to his relationship or interests
and as to the contract or transaction are disclosed or are known
to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
stockholders; or
(c) The contract or transaction is fair as to the
corporation as of the time it is authorized, approved or ratified,
by the board of directors, a committee thereof, or the
stockholders.
<PAGE 20>
The common or interested directors may be counted in determining
the presence of a quorum at a meeting of the board of directors or of a
committee which authorizes the contract or transaction.
ARTICLE VII
INDEMNIFICATION
Section 1. Right to Indemnification. Each person who was or is
made a party or is threatened to be made a party to or is involved in or
called as a witness in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, and any appeal therefrom
(hereinafter, collectively a "proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is, was or had
agreed to become a director or an officer or a Delegate (as defined herein) of
the corporation shall be indemnified and held harmless by the corporation to
the fullest extent permitted under the Delaware General Corporation Law (the
"DGCL"), as the same now exists or may hereafter be amended (but, in the case
of any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than the DGCL permitted
the corporation to provide prior to such amendment), against all expenses
reasonably incurred (including, but not limited to, attorneys' fees and other
expenses of litigation) and all liabilities and losses (including, but no
limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid
or to be paid in settlement) incurred by such person in connection therewith;
provided, that except as provided in Section 3 hereof, the corporation shall
indemnify any such person seeking indemnity in connection with a proceeding
(or part thereof) initiated by such person only if authorization for such
proceeding (or part thereof) was not denied by the Board of Directors of the
corporation prior to the close of business on the thirtieth day after receipt
of notice thereof from such person. For purposes of this Article, a
"Delegate" is any person serving at the request of the board of directors of
the corporation as a director, officer, trustee, fiduciary, partner, employee
or agent of an entity or enterprise other than the corporation (including, but
not limited to, service with respect to employee benefit plans).
Section 2. Expenses. Expenses, including attorneys' fees,
incurred by a person referred to in Section 1 of this Article in defending or
otherwise being involved in a proceeding shall be paid by the corporation in
advance of the final disposition of such proceeding, including any appeal
therefrom, upon receipt of an undertaking (the "Undertaking") by or on behalf
of such person to repay such amount if it shall ultimately be determined that
he or she is not entitled to be indemnified by the corporation; provided, that
in connection with a proceeding (or part thereof) initiated by such person,
except as provided in Section 3 hereof for proceedings to enforce a person's
right to the advancing of expenses for either a proceeding not initiated by
such person or a proceeding initiated by such person for which authorization
was not denied, the corporation shall pay said expenses in advance of final
disposition only if authorization for such proceeding (or part thereof) was
not denied by the Board of Directors of the corporation. The undertaking
shall provide that the person to whom expenses are advanced pursuant hereto
shall not be obligated to repay pursuant to the Undertaking until the final
<PAGE 21>
determination of any pending proceeding in a court of competent jurisdiction,
including appeals therefrom, concerning the right of such person to be
indemnified or the obligation of such person to repay pursuant to the
Undertaking.
Section 3. Protection of Rights. If a claim under Section 1 is
not promptly paid in full by the corporation after a written claim has been
received by the corporation or if expenses pursuant to Section 2 have not been
promptly advanced after a written request for such advancement accompanied by
the Undertaking has been received by the corporation, the claimant may at any
time thereafter bring suit against the corporation to recover the unpaid
amount of the claim or the advancement of expenses. If successful, in whole
or in part, in such suit, such claimant shall also be entitled to be paid the
reasonable expense thereof. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses incurred in defending
any proceeding in advance of its final disposition where the required
Undertaking has been tendered to the corporation) that indemnification of the
claimant is prohibited by law, but the burden of proving such defense shall be
on the corporation. Neither the failure of the corporation (including its
Board of Directors, independent legal counsel, or its stockholders) to have
made a determination, if required, prior to the commencement of such action
that indemnification of the claimant is proper in the circumstances nor an
actual determination by the corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that indemnification of the
claimant is prohibited, shall be a defense to the action or create a
presumption that indemnification of the claimant is prohibited.
Section 4. Employees and Agents. The Board of Directors shall
have the authority, by resolution, to provide for such indemnification of
employees or agents of the corporation or others and for such other
indemnification of directors, officers or Delegates as it shall deem
appropriate.
Section 5. Non-Exclusivity of Rights. The rights conferred on
any person by this Article shall not be exclusive of any other right which
such person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
Section 6. Insurance. The corporation may maintain insurance, at
its expense, to protect itself and any director, officer, employee, or agent
of, or person serving in any other capacity with, the corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
expenses, liabilities or losses, whether or not the corporation would have the
power to indemnify such person against such expenses, liabilities or losses
under the DGCL.
Section 7. Contractual Nature. The provisions of this Article
shall be applicable to all proceedings commenced or continuing after its
adoption, whether such arise out of events, acts or omission which occurred
prior or subsequent to such adoption, and shall continue as to a person who
has ceased to be a director, officer or Delegate and shall inure to the
benefit of the heirs, executors and administrators of such person. This
Article shall be deemed to be a contract between the corporation and each
person who, at any time that this Article is in effect, serves or agrees to
serve in any capacity which entitles him to indemnification hereunder and any
repeal or other modification of this Article or any repeal or modification of
the DGCL or any other applicable law shall not limit any rights of
<PAGE 22>
indemnification then existing or arising out of events, acts or omissions
occurring prior to such repeal or modification, including, without limitation,
the right to indemnification for proceedings commenced after such repeal or
modification to enforce this Article with regard to acts, omissions or events
arising prior to such repeal or modification.
Section 8. Severability. If this Article or any portion hereof
shall be invalidated or held to be unenforceable on any ground by any court of
competent jurisdiction, the decision of which shall not have been reversed on
appeal, such invalidity or unenforceability shall not affect the other
provisions hereof, and this Article shall be construed in all respects as if
such invalid or unenforceable provisions had been omitted therefrom.
ARTICLE VIII
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation
by the president or a vice-president (or by the chairman or vice-chairman of
the board of directors, if the corporation has such officers) and by the
treasurer or an assistant treasurer or the secretary or an assistant secretary
of the corporation, certifying the number of shares owned by him in the
corporation.
Section 2. Any of or all of the signatures on the certificate may
be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer, transfer agent or registrar at the date of
issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing
such issue of a new certificate or certificates, the board of directors may,
in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such
manner as it shall require and/or to give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen
or destroyed.
TRANSFERS OF STOCK
Section 4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate
<PAGE 23>
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
FIXING RECORD DATE; PROCEDURES FOR CONSENTS
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action other than stockholder action by written
consent, the board of directors may fix, in advance, a record date in
accordance with the requirements of applicable law. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned
meeting.
In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the
board of directors shall fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted
by the board of directors, and which date shall not be more than 10 days after
the date upon which the resolution fixing the record date is adopted by the
board of directors. Any stockholder of record seeking to have the
stockholders authorize or take corporate action by written consent shall, by
written notice to the secretary, request the board of directors to fix a
record date. The board of directors shall promptly, but in all events within
10 days after the date on which such a request is received, adopt a resolution
fixing the record date. If no record date has been fixed by the board of
directors within 10 days of the date on which such a request is received, the
record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the board of
directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken
is delivered to the corporation by delivery to its registered office in the
State of Delaware, its principal place of business, or an officer or agent of
the corporation having custody of the books in which proceedings of
stockholders meetings are recorded, to the attention of the secretary of the
corporation. Delivery shall be by hand or by certified or registered mail,
return receipt requested.
In the event of the delivery to the corporation of a written
consent or consents purporting to authorize or take corporate action and/or
related revocations (each such written consent and any revocation thereof is
referred to in this Section 5 as a "Consent"), the secretary of the
corporation shall provide for the safekeeping of such Consents and shall as
soon as practicable thereafter conduct such reasonable investigation as the
secretary deems necessary or appropriate for the purpose of ascertaining the
validity of such Consents and all matters incident thereto, including, without
limitation, whether the holders of shares having the requisite voting power to
authorize or take the action specified in the Consents have given consent;
provided, however, that if the corporate action to which the Consents relate
is the removal or election of one or more members of the board, the secretary
of the corporation shall designate an independent, qualified inspector with
respect to such Consents and such inspector shall discharge the functions of
the secretary of the corporation under this Section 5. If after such
investigation the secretary or the inspector (as the case may be) shall
<PAGE 24>
determine that any action purportedly taken by such Consents has been validly
taken, that fact shall be certified on the records of the corporation kept for
the purpose of recording the proceedings of meetings of the stockholders and
the Consents shall be filed with such records. In conducting the
investigation required by this Section 5, the secretary or the inspector may,
at the expense of the corporation, retain to assist them special legal counsel
and any other necessary or appropriate professional advisors, and such other
personnel as they may deem necessary or appropriate.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share of shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE IX
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside
out of any funds of the corporation available for dividends such sum or sums
as the directors from time to time, in their absolute discretion, think proper
as a reserve or reserves to meet contingencies, or for equalizing dividends,
or for repairing or maintaining any property of the corporation, or for such
other purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
CHECKS
Section 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person
or persons as the board of directors may from time to time designate.
<PAGE 25>
FISCAL YEAR
Section 4. The fiscal year of the corporation shall end in
November.
SEAL
Section 5. The corporate seal shall have inscribed thereon the
name of the corporation, and the words "Corporate Seal, Delaware." The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE IX
AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws
may be adopted by the board of directors at any meeting of the board.
<PAGE 26>
EXHIBIT 5.1
May 28, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Ladies and Gentlemen:
A Registration Statement on Form S-8 (the "Registration Statement") is
being filed on or about the date of this letter with the Securities and
Exchange Commission to register shares of common stock, par value $.01 per
share (the "Shares"), of Juno Lighting, Inc. (the "Company") which may from
time to time be offered by the Company in connection with the Juno Lighting,
Inc. 1996 Employee Stock Purchase Plan (the "Plan"). This opinion is
delivered in accordance with the requirements of Item 601(b)(5) of Regulation
S-K under the Securities Act of 1933, as amended, as modified by Item 8 of
Form S-8.
We have acted as counsel to the Company in connection with the
Registration Statement. In rendering this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of the corporate records of the Company, including its
Certificate of Incorporation, as amended, its By-Laws, as amended, and minutes
of directors' and stockholders' meetings, and such other documents (including
the Plan), which we have deemed relevant or necessary as the basis for the
opinion as hereinafter set forth.
We have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. In making our examination of documents
executed by parties other than the Company, we have assumed that such parties
had the power, corporate or otherwise, to enter into and to perform their
respective obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or otherwise, and the execution and
delivery by such parties of such documents and the validity and binding effect
thereof. As to any facts material to the opinion expressed herein, we have
relied upon oral or written statements and representations of officers and
other representatives of the Company and others.
<PAGE 27>
Securities and Exchange Commission
May 28, 1996
Page 2
Based upon and subject to the foregoing, it is our opinion that the
Shares that will be originally issued under the Plan have been duly authorized
and, when issued pursuant to, and in accordance with the Plan, will be validly
issued, fully paid and non-assessable.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the reference to Sonnenschein Nath & Rosenthal
under the caption "Item 5: Interests of Named Experts and Counsel" in the
Registration Statement.
Julius Lewis is a partner of Sonnenschein, Nath & Rosenthal and is a
director and secretary of the Company and as of May 13, 1996 beneficially
owned 4,000 shares of the Company's common stock.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/ Michael M. Froy
Michael M. Froy
mmf/lns
<PAGE 28>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 16, 1996 appearing on page
16 of Juno Lighting Inc.'s Annual Report on Form 10-K for the year ended
November 30, 1995. We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears on page 31 of such
Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Chicago, Illinois
May 28, 1996
<PAGE 29>
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Robert S. Fremont and George J. Bilek, and each of them, and any one of whom
may act without the joinder of the other, as his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution for him in
his name, place and stead, in any and all capacities, to sign on his behalf
the registration statement on Form S-8 (the "Registration Statement") relating
to the registration of shares of common stock, par value $.01 per share, of
Juno Lighting, Inc. offered in connection with the Juno Lighting, Inc. 1996
Employee Stock Purchase Plan, and any and all amendments to the Registration
Statement, which amendments may make such changes and additions to the
Registration Statement as such attorney-in-fact may deem necessary or
appropriate, and any and all documents in connection therewith with the
Securities and Exchange Commission under the Securities Act of 1933, and
hereby ratifies, approves and confirms all that each of such attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of May, 1996.
/s/ Ronel W. Giedt
---------------------
Name: Ronel W. Giedt
<PAGE 30>
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Robert S. Fremont and George J. Bilek, and each of them, and any one of whom
may act without the joinder of the other, as his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution for him in
his name, place and stead, in any and all capacities, to sign on his behalf
the registration statement on Form S-8 (the "Registration Statement") relating
to the registration of shares of common stock, par value $.01 per share, of
Juno Lighting, Inc. offered in connection with the Juno Lighting, Inc. 1996
Employee Stock Purchase Plan, and any and all amendments to the Registration
Statement, which amendments may make such changes and additions to the
Registration Statement as such attorney-in-fact may deem necessary or
appropriate, and any and all documents in connection therewith with the
Securities and Exchange Commission under the Securities Act of 1933, and
hereby ratifies, approves and confirms all that each of such attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of May, 1996.
/s/ George M. Ball
---------------------
Name: George M. Ball
<PAGE 31>
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Robert S. Fremont and George J. Bilek, and each of them, and any one of whom
may act without the joinder of the other, as his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution for him in
his name, place and stead, in any and all capacities, to sign on his behalf
the registration statement on Form S-8 (the "Registration Statement") relating
to the registration of shares of common stock, par value $.01 per share, of
Juno Lighting, Inc. offered in connection with the Juno Lighting, Inc. 1996
Employee Stock Purchase Plan, and any and all amendments to the Registration
Statement, which amendments may make such changes and additions to the
Registration Statement as such attorney-in-fact may deem necessary or
appropriate, and any and all documents in connection therewith with the
Securities and Exchange Commission under the Securities Act of 1933, and
hereby ratifies, approves and confirms all that each of such attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of May, 1996.
/s/ Thomas W. Tomsovic
------------------------
Name: Thomas W. Tomsovic
<PAGE 32>
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Robert S. Fremont and George J. Bilek, and each of them, and any one of whom
may act without the joinder of the other, as his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution for him in
his name, place and stead, in any and all capacities, to sign on his behalf
the registration statement on Form S-8 (the "Registration Statement") relating
to the registration of shares of common stock, par value $.01 per share, of
Juno Lighting, Inc. offered in connection with the Juno Lighting, Inc. 1996
Employee Stock Purchase Plan, and any and all amendments to the Registration
Statement, which amendments may make such changes and additions to the
Registration Statement as such attorney-in-fact may deem necessary or
appropriate, and any and all documents in connection therewith with the
Securities and Exchange Commission under the Securities Act of 1933, and
hereby ratifies, approves and confirms all that each of such attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of May, 1996.
/s/ Allan Coleman
--------------------
Name: Allan Coleman
<PAGE 33>
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and appoints
Robert S. Fremont and George J. Bilek, and each of them, and any one of whom
may act without the joinder of the other, as his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution for him in
his name, place and stead, in any and all capacities, to sign on his behalf
the registration statement on Form S-8 (the "Registration Statement") relating
to the registration of shares of common stock, par value $.01 per share, of
Juno Lighting, Inc. offered in connection with the Juno Lighting, Inc. 1996
Employee Stock Purchase Plan, and any and all amendments to the Registration
Statement, which amendments may make such changes and additions to the
Registration Statement as such attorney-in-fact may deem necessary or
appropriate, and any and all documents in connection therewith with the
Securities and Exchange Commission under the Securities Act of 1933, and
hereby ratifies, approves and confirms all that each of such attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of May, 1996.
/s/ Julius Lewis
-------------------
Name: Julius Lewis
