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As filed with the Securities and Exchange Commission on December 27, 1999
Reg. 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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Juno Lighting, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-2852993
(State of Incorporation) (I.R.S. Employer Identification No.)
1300 South Wolf Road
Des Plaines, Illinois 60018
(Address and Zip Code of Principal Executive Offices)
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Juno Lighting, Inc. 1999 Stock Award and Incentive Plan
(Full Title of the Plan)
Glenn R. Bordfeld
President and Chief Operating Officer
Juno Lighting, Inc.
1300 South Wolf Road
Des Plaines, Illinois 60018
(847) 827-9880
(Name, Address, and Telephone Number of Agent For Service)
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CALCULATION OF REGISTRATION FEE
Title of Securities Amount Proposed Proposed Amount of
to be registered to be maximum maximum Registration
Registered(1) Offering Price Aggregate Fee
Per Share (2) Offering Price
(2)
Common Stock,
par value
$0.001 per share 940,000 shares $11 $10,340,000 $2875
(1) Represents the maximum number of shares of Common Stock that may be offered
pursuant to this Registration Statement, consisting of 940,000 shares
issuable pursuant to the Juno Lighting, Inc. 1999 Stock Award and
Incentive Plan. In the event of a stock split, stock dividend, or
similar transaction involving the Common Stock, in order to prevent
dilution, the number of shares of Common Stock registered hereby shall be
automatically increased to cover the additional shares of Common Stock in
accordance with Rule 416 under the Securities Act of 1933, as amended
("Securities Act").
(2) Calculated pursuant to Rules 457(h)(1) and 457(c) based on the average
of the high and low prices reported for the Company's common stock on
the Nasdaq Stock Market on December 22, 1999. Estimated solely for the
purpose of calculating the registration fee in accordance with Rule 457
under the Securities Act.
<PAGE 2>
EXPLANATORY NOTE
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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.
-i-
<PAGE 3>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Juno Lighting, Inc. (the "Company") are incorporated by
reference in this Registration Statement on Form S 8 (the "Registration
Statement"):
(a) The Company's Annual Report on Form 10-K for the year ended November 30,
1998, as amended by the Form 10-K/A filed with the Commission on March
29, 1999;
(b) (1) The Company's Quarterly Reports on Form 10-Q for the quarters ended
February 28, 1999, May 31, 1999 and August 31, 1999;
(2) The Company's Current Reports on Form 8-K dated June 28, 1999, June
29, 1999, July 1, 1999 and July 15, 1999;
(3) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report on Form 10-K referred to in (a) above.
(c) The description of the Company's common stock contained in the Company's
Registration Statement on Form 8-A dated February 24, 1984, under
Section 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and any amendment or report filed for the purpose of
updating such description including the Company's Registration
Statement on Form S-4 dated May 28, 1999.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 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 registered hereunder then
remaining unsold, shall be deemed to be incorporated herein by reference into
this Registration Statement and to be a part hereof commencing on the
respective dates on which such documents are filed.
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Item 4: Description of Securities
Not applicable.
Item 5: Interests of Named Experts and Counsel
Not applicable.
Item 6: Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law ("DGCL"), inter alia,
empowers a Delaware corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
<PAGE4>
request of the corporation as a director, officer, employee or agent of
another corporation or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Similar indemnity is authorized for such
persons against expenses (including attorneys' fees) actual and reasonably
incurred in connection with the defense or settlement of any such threatened,
pending or completed action or suit by or in the right of the corporation if
such person acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides)
such person shall not have been adjudged liable to the corporation. Any
such indemnification may be made only as authorized in each specific case
upon a determination by the shareholders or disinterested directors or by
independent legal counsel in a written opinion that indemnification is proper
because the indemnitee has met the applicable standard of conduct. The
Certificate of Incorporation of the Company provides that directors and officers
shall be indemnified as described above in this paragraph to the fullest
extent permitted by the DGCL; provided, however, that any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person shall be indemnified only if such proceeding (or part thereof)
was authorized by the board of directors of the Company.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation
or enterprise, against any liability asserted against him and incurred by him
in such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.
Article VII of the Company's Bylaws requires indemnification to the full
extent permitted under Delaware law as it now exists or may hereafter be
amended. Subject to any restrictions imposed by Delaware law, the Bylaws
provide an unconditional right to indemnification for all expenses reasonably
incurred and all liabilities and losses (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) incurred by any person in connection with any actual or
threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, to the extent permitted by law,
any derivative action) by reason of the fact that such person is or was serving
as a director, officer or, at the request of the board of directors as a
director, officer, trustee, fiduciary, partner, employee or agent of an
entity or enterprise other than the Company (including, but not limited
to, service with respect to employee benefit plans); provided, that the
Company is only required to 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
Company's board of directors prior to the close of business on the thirtieth
day after receipt of notice thereof from such person, except as provided in
Article VII of the Company's Bylaws.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for (i) any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) payments of
unlawful dividends or unlawful stock repurchases or redemptions, or (iv) any
transaction from which the director derived an improper personal benefit.
Article 6 of the Company's Amended and Restated Certificate of Incorporation
provides that a director of the Company shall not be liable to the Company or
its stockholders for monetary damages for 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) pursuant to Section 174 of the DGCL or (iv) for any transaction
from which the director derived an improper personal benefit. Any
modification to or repeal of such Article 6 shall not adversely affect any
right or protection of a director of the Company for or with respect to any
acts or omissions of such director occurring prior to such modification or
repeal.
<PAGE 5>
Pursuant to the terms of the Agreement and Plan of Recapitalization and
Merger, dated as of March 26, 1999, by and among the Company, Fremont
Investors I, LLC and Jupiter Acquisition Corp. (the "Merger Agreement"), the
indemnification provisions contained in the Company's Amended and Restated
Certificate of Incorporation and Bylaws will not be amended, repealed or
otherwise modified for a period of six years in any manner that would
adversely affect the rights of the Company's present and former officers and
directors and its subsidiaries at the time of the merger which was
consummated on June 30, 1999 (the "Merger").
In addition, the Company has agreed to maintain for six years directors' and
officers' liability insurance policies on terms and conditions that are at
least as favorable as those in effect at the effective time of the Merger
covering events occurring prior to the Merger. In no event will the Company
be required to spend in any year in excess of 300% of the aggregate premiums
paid by the Company in 1998 on an annualized basis for such purpose. If the
Company would be required to spend in excess of 300% of the aggregate
premiums paid by the Company in 1998 on an annualized basis for such purpose
for any year, the Company must buy as much insurance as can be obtained for a
cost not exceeding such amount.
Item 7: Exemption from Registration Claimed
Not applicable.
Item 8: Exhibits
Exhibit
Number Description of Exhibit
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4.1 Indenture, dated as of June 30, 1999, by and among Juno Lighting,
Inc., Juno Manufacturing, Inc., Indy Lighting, Inc., Advanced
Fiberoptic Technologies, Inc. and Firstar Bank of Minnesota,
N.A., as Trustee for the 11 7/8% Senior Subordinated Notes
due 2009. Filed as Exhibit 4.1 to the Company's Registration
Statement on Form S-4 (Reg. No. 3-86059) filed on August 27,
1999, and incorporated herein by reference.
5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Sonnenschein Nath & Rosenthal (included in opinion
filed as Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (on signature page)
99.1 Juno Lighting, Inc. 1999 Stock Award and Incentive Plan. Filed
as Annex D to the proxy statement/prospectus which formed a
part of the Registration Statement on Form S-4 (Reg. No. 3-76101)
filed on May 28, 1999 and incorporated herein by reference.
Item 9. Undertakings
(a) Rule 415 Offering. The undersigned Company hereby undertakes:
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(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;
<PAGE 6>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this
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 (1)(a) and (1)(b) above do not apply if the
information 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 this
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.
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The Undersigned 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.
(c) Form S-8 Registration Statement.
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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 foregoing provisions, 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, as amended, 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
the 27th day of December, 1999.
Juno Lighting, Inc.
By: /s/ Glenn R. Bordfeld
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Glenn R. Bordfeld
President and Chief Operating Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Glenn R.
Bordfeld and Mark N. Williamson and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and all documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, and each of them, and agents or
their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statemen thas been signed by the following persons in the
capacities indicated on the 27th day of December, 1999.
Signature
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/s/ Glenn R. Bordfeld President, Chief Operating Officer and Director
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Glenn R. Bordfeld (Principal Executive Officer)
/s/ George J. Bilek Vice President, Finance and Treasurer
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George J. Bilek (Principal Financial and Accounting Officer)
/s/ Mark N. Williamson Director
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Mark N. Williamson
<PAGE 8>
INDEX TO EXHIBITS
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Exhibit
Number Description
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5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Sonnenschein Nath & Rosenthal (included in opinion
filed as Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
<PAGE 9>
EXHIBIT 5.1
December 23, 1999
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 $.001 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. 1999
Stock Award and Incentive Plan (the "Option 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.
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 Amended
and Restated Certificate of Incorporation, its By-Laws, 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 10>
Securities and Exchange Commission
December 23, 1999
Page 2
Based upon and subject to the foregoing, it is our opinion that the
Shares that will be originally issued under the Plan, when issued pursuant
to, and in accordance with, the Option 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.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/ Michael M. Froy
<PAGE 11>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Juno Lighting, Inc. of our report dated January 14,
1999, appearing on page 17 of Juno Lighting, Inc.'s Annual Report on Form
10-K for the year ended November 30, 1998. We also consent to the
incorporation by reference of our report on the financial statement schedule,
appearing on page 32 of Juno Lighting, Inc.'s Annual Report on Form 10-K for
the year ended November 30, 1998.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
December 20, 1999
