JUNO LIGHTING INC
8-K, 1999-06-29
ELECTRIC LIGHTING & WIRING EQUIPMENT
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<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



                                 June 29 , 1999
                       -----------------------------------
                Date of Report (Date of earliest event reported)



                               Juno Lighting, Inc.
                       -----------------------------------
             (Exact name of registrant as specified in its charter)



          Delaware                    0-11631                 36-2852993
- ----------------------------        ------------          -------------------
(State or other jurisdiction        (Commission             (IRS Employer
     of incorporation)              File Number)          Identification No.)



       1300 S. Wolf Road, P. O. Box 5065, Des Plaines, Illinois 60017-5065
       -------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)



                                 (847) 827-9880
                                 --------------
                         (Registrant's telephone number)



                                Page 1 of 4 Pages
                             Exhibit Index on Page 4


<PAGE>   2



ITEM 5.     OTHER EVENTS.

         Juno Lighting, Inc. announced today that Juno stockholders voted to
approve the merger with Fremont Investors and two related proposals at the
special meeting of stockholders held today.

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.

            (c) Exhibits

                99.1  Press Release, dated June 29, 1999, issued by Juno
                      Lighting, Inc.







                                      -2-

<PAGE>   3



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                 JUNO LIGHTING, INC.


                                                 By  /s/ Robert S. Fremont
                                                     -------------------------
                                                 Name:    Robert S. Fremont
                                                 Title:   Chairman and Chief
                                                          Executive Officer

Date:  June 29, 1999









                                      -3-

<PAGE>   4



                                  EXHIBIT INDEX



   Exhibit
    Number                               Description
   -------                               -----------

     99.1      Press Release, dated June 29, 1999, issued by Juno Lighting, Inc.





















                                      -4-

<PAGE>   1

JUNO LIGHTING ANNOUNCES STOCKHOLDER APPROVAL OF MERGER WITH FREMONT INVESTORS

DES PLAINES, Ill., June 29, 1999 -- Juno Lighting, Inc. (Nasdaq: JUNO) today
announced that Juno stockholders voted to approve the merger with Fremont
Investors and two related proposals at the special meeting of stockholders held
today.

Juno anticipates that the merger and recapitalization will be consummated June
30, 1999. After the time of consummation, the Juno stock to be issued in
connection with the merger will begin trading on a "when issued" basis under the
ticker symbol JUNO V.

Juno is a specialist in the design, manufacturing, and marketing of lighting
fixtures for commercial and residential use.

Any offering of securities in connection with the merger and recapitalization
will be made only by means of a prospectus. This news release shall not
constitute an offer to sell or the solicitation of any offer to buy the
securities described above, nor shall there be any sale of these securities in
any state in which such offering, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
This press release may contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which reflect Juno's current
judgment on certain issues. Because such statements apply to future events, they
are subject to risks and uncertainties that can cause the actual results to
differ materially. Important factors which could cause actual results to differ
materially are described in Juno's reports on Form 1O-K and 10-Q and its
registration statement on Form S-4 on file with the Securities and Exchange
Commission.


Contact:    George Bilek, Juno Lighting, Inc. (847) 813-8330

            Joel Chemers, Juno Lighting, Inc. (847) 813-8384




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