<PAGE>
As filed with the Securities and Exchange Commission on May 17, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MAGNETEK, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-3917584
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
--------------------
26 Century Boulevard
P.O. Box 290159
Nashville, Tennessee 37229-0159
(615) 316-5100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
--------------------
MAGNETEK, INC. NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
(Full title of the plan)
--------------------
Samuel A. Miley, Esq.
Vice President, General Counsel and Secretary
MAGNETEK, INC.
26 Century Boulevard
P.O. Box 290159
Nashville, Tennessee 37229-0159
(615) 316-5100
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be Registered be Registered Offering Price per Aggregate Registration
Share(1) Offering Price(1) Fee
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock 500,000 $9.31 per share $4,655,000 $1,605
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated in accordance with Rule 457(h) and Rule 457(c) solely for purposes
of calculating the registration fee and based on the average of the high and
low prices of the Common Stock of the Company on the New York Stock Exchange
on May 14, 1996 of $9.31.
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed by MagneTek, Inc.
("MagneTek" or the "Company") in order to register 500,000 shares which have
been reserved for issuance under the MagneTek, Inc. Non-Employee Director
Stock Option Plan (the "Director Plan"). The additional shares of Common
Stock that may become available for purchase in accordance with the
provisions of the Director Plan in the event of certain changes in the
outstanding shares of Common Stock of MagneTek, including, among other
things, stock dividends, stock splits, reverse stock splits, reorganizations
and recapitalizations, are also being registered. The Director Plan provides
that the maximum number of shares as to which options or other awards may be
granted will not exceed 500,000 shares, subject to adjustments as described
above.
The material which immediately follows constitutes a reoffer
prospectus, prepared on Form S-3, in accordance with General Instruction C to
Form S-8, to be used in connection with resales of securities acquired under
the Director Plan of MagneTek by the participating directors who may be
considered affiliates of MagneTek, as defined in Rule 405 under the
Securities Act of 1933, as amended.
<PAGE>
REOFFER PROSPECTUS
MAGNETEK, INC.
COMMON STOCK
($.01 PAR VALUE)
500,000 SHARES
This Prospectus relates to 500,000 shares of Common Stock, par
value $.01 per share ("Common Stock"), of MagneTek, Inc. ("MagneTek" or the
"Company") which have previously been issued or may in the future be issued
pursuant to awards granted to date under the Company's Non-Employee Director
Stock Option Plan (the "Director Plan") to, and which may be offered for
resale from time to time by, certain directors of the Company named in
Annex(I) hereto (the "Selling Stockholders").
The Company will not receive any of the proceeds from the sale
of the Common Stock offered hereby (hereinafter, the "Securities"). The
Company will pay all of the expenses associated with this Prospectus. The
Selling Stockholders will pay the other costs, if any, associated with any
sale of the Securities.
SEE "RISK FACTORS" ON PAGE 3 FOR A DISCUSSION OF CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE SECURITIES.
The Common Stock is listed on the New York Stock Exchange
(Symbol: MAG).
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE
---------------------------
The date of this Prospectus is May 17, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-8
relating to the Director Plan (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to the
Securities covered by this Prospectus. This Prospectus omits certain
information and exhibits included in the Registration Statement, a copy of
which may be obtained upon payment of a fee prescribed by the Commission or
may be examined free of charge at the principal office of the Commission in
Washington, D.C.
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information
filed with the Commission by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the Commission
located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60606-2511
and at 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.
The Company's Common Stock is listed on the New York Stock
Exchange (Symbol: MAG), and reports and information concerning the Company
can be inspected at such exchange, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission are by this reference incorporated in and made a part of this
Prospectus:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended July 2, 1995;
(2) The Quarterly Reports on Form 10-Q for the quarterly
periods ended September 30, 1995, December 31, 1995 and March 31, 1996; and
(3) The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A filed April 21, 1989, together
with any amendment or report filed with the Commission for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to
Section 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 offered hereby
have been sold or which deregisters all Securities then remaining unsold,
shall be deemed to be incorporated by reference into this Prospectus.
2
<PAGE>
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Copies of all documents which are incorporated herein by
reference (not including the exhibits to such documents, unless such exhibits
are specifically incorporated by reference into such documents or into this
Prospectus) will be provided without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon a written or
oral request to MagneTek, Inc., Attention: General Counsel, 26 Century
Boulevard, P.O. Box 290159, Nashville, Tennessee, 37229-0159, telephone
number (615) 316-5100.
THE COMPANY
MagneTek, which was organized in 1984, manufactures and
markets a diverse group of electrical equipment products. The Company's
principal executive offices are located at 26 Century Boulevard, P.O. Box
290159, Nashville, Tennessee, 37229-0159, and its telephone number is (615)
316-5100. Additional information regarding the Company is set forth in the
Company's Annual Report on Form 10-K for the fiscal year ended July 2, 1995
(which is incorporated herein by reference).
RISK FACTORS
Prospective investors should consider carefully, in addition
to the other information contained in and incorporated into this Prospectus,
the following information before purchasing the Securities offered hereby:
LEVERAGE
As of March 31, 1996, the Company had long-term debt,
including current portion, of approximately $360 million. This leverage
increases the Company's sensitivity to fluctuations in operating income and
interest rates.
SELLING STOCKHOLDERS
The table attached as Annex I hereto sets forth, as of the
date of this Prospectus or a subsequent date if amended or supplemented, (a)
the name of each Selling Stockholder and his or her relationship to the
Company during the last three years; (b) the number of shares of Common Stock
each Selling Stockholder beneficially owned prior to this offering (assuming
that all options to acquire shares are exercisable within 60 days, although
options actually vest over four years), (c) the number of Securities offered
pursuant to this Prospectus by each Selling Stockholder; and (d) the amount
and the percentage of the Company's Common Stock that would be owned by each
Selling Stockholder after completion of this
3
<PAGE>
offering. The information contained in Annex I may be amended or
supplemented from time to time.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale
of the Securities offered hereby.
PLAN OF DISTRIBUTION
Sales of the Securities offered hereby may be made on the New
York Stock Exchange or the over-the-counter market or otherwise at prices and
on terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. In addition, any securities covered by
this Prospectus which qualify for sale pursuant to Rule 144 may be sold under
Rule 144 rather than pursuant to this Prospectus. The Company will not
receive any part of the proceeds of the sales made hereunder. All expenses
associated with this Prospectus are being borne by the Company, but all
selling and other expenses incurred by a Selling Stockholder will be borne by
such stockholder.
The Securities may be sold in (a) a block trade in which the
broker or dealer so engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction, (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus, (c) an
exchange distribution in accordance with the rules of such exchange, and (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchases. In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate.
Certain Selling Shareholders also may, from time to time, authorize
underwriters acting as their agents to offer and sell Securities upon such
terms and conditions as shall be set forth in any prospectus supplement.
Underwriters, brokers or dealers will receive commissions or discounts from
Selling Shareholders in amounts to be negotiated immediately prior to sale.
Such underwriters, brokers or dealers and any other participating brokers or
dealers may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales and any discounts and
commissions received by them and any profit realized by them on the resale of
the Securities may be deemed to be underwriting discounts and commissions
under the Securities Act.
There is no assurance that any of the Selling Shareholders
will offer for sale or sell any or all of the Securities covered by this
Prospectus.
INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock has been passed upon for the
Company by Samuel A. Miley, its Vice President, General Counsel and
Secretary. Mr. Miley owns 400 shares of Common Stock and options to purchase
59,000 shares of Common Stock, excluding shares of Common Stock, if any, held
by the MagneTek FlexCare Plus Retirement Savings Plan.
4
<PAGE>
ANNEX I
<TABLE>
<CAPTION>
Shares to be Beneficially
Shares of Common Owned upon Completion of
Stock Beneficially Offering(1)(3)
--------------------------
Relationship to Company Owned as of Shares Offered
Selling Stockholder During Last Three Years May 1, 1996(1) Hereby(2) Number Percent
- ------------------------- ------------------------ ----------------- ----------------- --------- ---------
<S> <C> <C> <C> <C> <C>
Dewain K. Cross Director since 11/94 43,800 4,000 39,800 *
Paul J. Kofmehl Director since 11/90 10,000 4,000 6,000 *
A. Carl Kotchian Director since 1/86 5,000 4,000 1,000 *
Crocker Nevin Director since 7/84 53,375 4,000 49,375 *
Kenneth A. Ruck Director since 4/94 10,000 4,000 6,000 *
Marguerite W. Sallee Director since 1/95 10,000 4,000 6,000 *
Robert E. Wycoff Director since 1/96 5,000 4,000 1,000 *
</TABLE>
- ---------------------------
* Less than one percent.
(1) Assumes that all options to acquire shares are exercisable
within 60 days, although unvested options actually vest over
two years. Includes, for certain Selling Stockholders, shares
held by limited partnerships, trusts or spouses, as to which
such Selling Stockholders disclaim beneficial ownership.
(2) Assumes that all options to acquire shares are exercisable
immediately.
(3) Assumes that all outstanding options are exercised and all shares
offered hereby are sold, that no additional shares will be acquired
and that no shares other than those offered hereby will be sold.
Annex I - Page 1
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by MagneTek, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
by this reference incorporated in and made a part of this Registration
Statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
July 2, 1995;
(2) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended September 30, 1995, December 31, 1995 and March 31,
1996; and
(3) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed April 21, 1989, together
with any amendment or report filed with the Commission for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and the Prospectus that is part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock has been passed upon for the
Company by Samuel A. Miley, its Vice President, General Counsel and
Secretary. Mr. Miley owns 400 shares of Common Stock and options to purchase
59,000 shares of Common Stock, excluding shares of Common Stock, if any, held
by the MagneTek FlexCare Plus Retirement Savings Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Delaware General Corporation Law, the
Company's 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
II-1
<PAGE>
duty as a director, including grossly negligent business judgments made in
good faith, except for liability (i) for breach of the 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 Delaware General Corporation Law (governing
distributions to stockholders), or (iv) for any transaction for which a
director derives an improper personal benefit. In addition, Section 145 of
the Delaware General Corporation Law and Article III, Section 13 of the
Company's Bylaws, under certain circumstances, provide for the
indemnification of the Company's officers, directors, employees, and agents
against liabilities which they may incur in such capacities. A summary of
the circumstances in which such indemnification is provided for is contained
herein, but that description is qualified in its entirety by reference to
Article III, Section 13 of the Company's Bylaws (filed as Exhibit 3.5 to the
Company's Registration Statement on Form S-1 as filed with the Commission on
April 18, 1989), which is incorporated by reference herein).
In general, any officer, director, employee or agent may be
indemnified against expenses including attorneys' fees, fines, settlements or
judgments which were actually and reasonably incurred in connection with a
legal proceeding, other than one brought by or on the behalf of the Company,
to which he was a party as a result of such relationship, if he acted in good
faith, and in a manner he believed to be in the Company's best interest and
not unlawful. If the action is brought by or on behalf of the Company, the
person to be indemnified must have acted in good faith, in a manner he
believed to have been in the Company's best interest and must have been
adjudged liable for negligence or misconduct.
Indemnification shall be granted by the Company if the Board
of Directors or the stockholders of the Company determine in good faith, or
independent legal counsel for the Company opines in writing, that the
standards for indemnification have been met. A successful defense is deemed
conclusive evidence of a person's right to be indemnified against expenses.
The Company may advance funds to pay the expenses of any
person involved in such action provided that the Company receives an
undertaking that the person will repay the advanced funds if it is ultimately
determined that he is not entitled to indemnification.
Indemnification may also be granted pursuant to provisions of
Bylaws which may be adopted in the future, pursuant to the terms of
agreements which may be entered into in the future or pursuant to a vote of
stockholders or disinterested directors. The statutory provisions cited
above and the referenced portion of the Bylaws also grant the power to the
Company to purchase and maintain insurance which protects its officers,
directors, employees and agents against any liabilities incurred in
connection with their services in such a position. Such an insurance policy
has been obtained by the Company.
II-2
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibit Index appears on page II-7.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(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 registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to
II-3
<PAGE>
Section 15(d) of the Securities Exchange Act of 1934) 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 the time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant 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
registrant 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 Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Nashville, State of Tennessee, as
of the 1st day of May, 1996.
MAGNETEK, INC.
By: /S/ DAVID P. REILAND
----------------------------
David P. Reiland
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints David P. Reiland and Samuel A. Miley his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full powers 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
might, or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and as of the dates indicated below.
Signature Title Date
--------- ----- ----
/s/ Andrew G. Galef Chairman of the Board, Chief May 1, 1996
- ----------------------- Executive Officer and Director
Andrew G. Galef (Principal Executive Officer)
/s/ David P. Reiland Executive Vice President and Chief May 1, 1996
- ----------------------- Financial Officer (Principal Financial
David P. Reiland Officer)
II-5
<PAGE>
/s/ Thomas R. Kmak Vice President and Controller May 1, 1996
- ----------------------- (Principal Accounting Officer)
Thomas R. Kmak
/s/ Dewain K. Cross Director May 1, 1996
- -----------------------
Dewain K. Cross
/s/ Paul J. Kofmehl Director May 1, 1996
- -----------------------
Paul J. Kofmehl
/s/ A. Carl Kotchian Director May 1, 1996
- -----------------------
A. Carl Kotchian
/s/ Crocker Nevin Director May 1, 1996
- -----------------------
Crocker Nevin
/s/ Kenneth A. Ruck Director May 1, 1996
- -----------------------
Kenneth A. Ruck
/s/ Marguerite W. Sallee Director May 1, 1996
- -----------------------
Marguerite W. Sallee
/s/ Robert E. Wycoff Director May 1, 1996
- -----------------------
Robert E. Wycoff
II-6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- --------------------------------------------------------------------------------
4.1 MagneTek, Inc. Non-Employee Director Stock Option Plan.
4.2 Restated Certificate of Incorporation of the Company, filed
November 21, 1989 (previously filed with the Registration
Statement on Form S-3 filed on August 1, 1991 ( File
No. 33-41854) and incorporated herein by this reference).
4.3 By-laws of the Company, as amended and restated (previously
filed with the Company's Annual Report on Form 10-K for the
fiscal year ended July 2, 1995 and incorporated herein by
this reference).
5 Opinion of Samuel A. Miley, Esq.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Samuel A. Miley, Esq. (included in Exhibit 5).
24 Power of Attorney (included on Signature Pages).
II-7
<PAGE>
MAGNETEK, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. PURPOSE OF THE PLAN. Under this Non-Employee Director Stock Option
Plan (the "Director Plan") of MagneTek, Inc., a Delaware corporation (the
"Company"), options shall be granted to eligible persons, as set forth in
Section 4, to purchase shares of the Company's common stock ("Common Stock").
This Director Plan is designed to promote the long-term growth and financial
success of the Company by enabling it to attract, retain and motivate such
persons by providing for or increasing their interest in the Company. Upon
stockholder approval, the Director Plan will replace Section 3.2(c) of the
Company's 1991 Director Incentive Compensation Plan, as amended (the "SAR
Plan"), with effect as of the last day of the 1995 fiscal year. Stock
appreciation rights granted under Section 3.2(c) of the SAR Plan in fiscal years
prior to 1995 will remain in place.
2. EFFECTIVE DATES. This Director Plan shall be in effect commencing on
June 30, 1995, subject to approval by the Company's stockholders. Options may
not be granted subsequent to (a) the tenth anniversary of the effective date
hereof or (b) termination of this Director Plan by the Board of Directors of the
Company (the "Board"), whichever is earlier. However, there will be a grant on
the tenth anniversary of the effective date hereof if the Director Plan has not
theretofore been terminated by the Board pursuant to the foregoing clause (b).
3. PLAN OPERATION. This Director Plan is intended to permit the
participants hereunder to satisfy the requirements for being disinterested
persons under Rule 16b-3 adopted under the Securities Exchange Act of 1934 (or
its successor) and accordingly is intended to be self-governing. To this end,
this Director Plan requires no discretionary action by any administrative body
with regard to any transaction under this Director Plan. To the extent, if any,
that any questions of interpretation arise, these shall be resolved by the
Board.
4. ELIGIBLE PERSONS. The persons eligible to receive a grant of non-
qualified stock options hereunder are any Director of the Board who on the date
of said grant is neither an officer nor an employee of the Company or a
subsidiary of the Company (a "Qualifying Director").
5. STOCK SUBJECT TO DIRECTOR PLAN. The maximum number of shares that may
be subject to options granted hereunder shall be 500,000 shares of Common Stock,
subject to adjustments under Section 6. Shares of Common Stock subject to the
unexercised portions of any options granted under this Director Plan which
expire, terminate or are forfeited or cancelled may again be subject to options
under this Director Plan.
6. ADJUSTMENTS. In the event that the outstanding shares of Common Stock
of the Company are hereafter changed into or exchanged for a different number or
kind of shares or other securities of the Company, or of another corporation, by
reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, spin-off, stock dividend or combination of
shares, appropriate adjustments shall be made in the number and kind of shares:
(a) that may be subject to options granted under this Director Plan; (b) as to
which options may thereafter be granted or issued under this Director Plan and
(c) for which options then outstanding under this Director Plan may thereafter
be exercised. Any such adjustments in outstanding options shall be made
<PAGE>
without changing the aggregate exercise price applicable to the unexercised
portions of such options.
7. STOCK OPTIONS. Simultaneous with the ratification of this Director
Plan by stockholders, the grant to each Qualifying Director elected at such
meeting of stockholders of a non-qualified stock option to purchase 4,000 shares
of the Company's Common Stock as of June 30, 1995 will be confirmed.
Thereafter, upon initial election or appointment of any director to the Board or
upon a continuing director becoming a Qualifying Director, such Qualifying
Director will receive an option to purchase 4,000 shares of the Company's Common
Stock pursuant to the terms and conditions described in this Section 7. In
addition, Qualifying Directors will be automatically granted, on an annual
basis, a non-qualified stock option to purchase 4,000 shares of the Company's
Common Stock on each June 30th after the initial grant of such Qualifying
Director's 4,000 share option pursuant to this Section 7.
The per share exercise price of the option will be the fair market value of
a share of the Company's Common Stock on the date of grant (the "Fair Market
Value"), defined as (i) the mean between the highest and lowest sales prices of
a share of the Company's stock on the principal exchange on which shares of the
Company's stock are then trading, if any, on such determination date, or, if
shares were not traded on such date, then on the next preceding trading day
during which a sale occurred, as such prices are quoted in THE WALL STREET
JOURNAL; or (ii) if such stock is not traded on an exchange but is quoted on
NASDAQ or a successor quotation system, (1) the mean between the highest and
lowest sales prices (if the stock is then listed as a National Market Issue
under the NASD National Market System) or (2) the mean between the closing
representative bid and asked prices (in all other cases) for the stock on such
determination date as reported by NASDAQ or such successor quotation system; or
(iii) if such stock is not publicly traded on an exchange and not quoted on
NASDAQ or a successor quotation system, the mean between the closing bid and
asked prices for the stock, on such determination date, as determined in good
faith by the Board; or (iv) if the Company's stock is not publicly traded, the
fair market value established by the Board acting in good faith. Each option
will have a term of ten years and shall become exercisable as follows: options
with respect to 50% of the shares one year after the date of grant and options
with respect to the remaining 50% of the shares two years after the date of
grant.
If on any date upon which options are to be granted under this Director
Plan the number of shares of Common Stock remaining available under the Director
Plan are less than the number of shares required for all grants to be made on
such date, then options to purchase a proportionate amount of such available
number of shares of Common Stock shall be granted to each Qualifying Director.
8. DOCUMENTATION OF GRANTS. Awards made under this Director Plan may be
evidenced by written agreements or such other appropriate documentation as the
Board shall prescribe. The Board need not require the execution of any
instrument or acknowledgment of notice of an award under this Director Plan, in
which case continued service as a Qualifying Director by the respective
optionees will constitute agreement to the terms of the award.
9. NONTRANSFERABILITY. Options granted under this Director Plan are
nontransferable by the optionee otherwise than by will or the laws of descent
and distribution, and are exercisable, during the optionee's lifetime, only by
the optionee.
10. AMENDMENT AND TERMINATION. The Board may alter, amend, suspend, or
terminate this Director Plan, provided that no such action shall deprive any
optionee,
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without his consent, of any option theretofore granted to the optionee pursuant
to this Director Plan or of any of his rights under such option and provided
further that the provisions of this Director Plan designating persons eligible
to participate in the Director Plan and specifying the amount, exercise price
and timing of grants under the Director Plan shall not be amended more than once
every six months other than to comport with changes in the Internal Revenue
Code, the Employee Retirement Income Security Act, or the rules thereunder.
11. TERMINATION OF DIRECTORSHIP. All vested options held by Qualifying
Directors as of the date of cessation of service as a director may be exercised
by the Qualifying Director or his heirs or legal representatives for one year
after such cessation of service.
12. MERGER, CONSOLIDATION, ACQUISITION, LIQUIDATION OR DISSOLUTION. Upon
or in connection with the merger or consolidation of the Company with or into
another corporation, the acquisition by another corporation, person or group of
all or substantially all of the Company's assets or 40% or more of the Company's
then outstanding voting stock or the liquidation or dissolution of the Company:
(a) If so provided in the relevant agreement relating to a
merger, consolidation, acquisition of assets, liquidation or
dissolution, such option shall be either assumed or replaced by a
substitute option, as applicable, issued by the successor or any
corporation that is a "parent" of the Company within the meaning of
Rule 405 under the Securities and Exchange Act of 1933, as amended
(the "Securities Act"), resulting from such transaction, without any
further action on the part of the Board or the Qualifying Director.
(b) If no provision is made as set forth in (a), or in the event
of an acquisition of 40% or more of the Company's then outstanding
voting stock to which subsection (c) is inapplicable, such option
shall become fully exercisable from and after the date which is thirty
days prior to the effective date of the transaction and until the
normal expiration thereof.
(c) In the event of an acquisition of 40% or more the Company's
then outstanding voting stock (other than pursuant to a merger
resulting in the ownership of all of the Company's outstanding Common
Stock by another corporation), if as a result of the transaction the
Company's Common Stock will cease to be traded on a national stock
exchange, listed as a National Market Issue on the National Market
System or quoted on the NASDAQ quotation system, each option which has
not been exercised prior to the consummation of the transaction shall
be converted automatically into the right to receive, within thirty
days of such consummation, an amount in cash equal to the difference
between the aggregate exercise price for all shares subject to the
option (whether or not then subject to exercise) and the Fair Market
Value of such shares on the date which is the last trading date
preceding the consummation of such transaction.
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(d) The foregoing provisions shall have no application to a
merger in which (i) the Company is the surviving corporation, (ii) no
person or group acquires 40% or more of the Company's outstanding
voting stock and (iii) the shares of the Company's Common Stock
outstanding prior to the merger remain outstanding thereafter.
13. MANNER OF EXERCISE. All or a portion of an exercisable option shall
be deemed exercised upon delivery to the Secretary of the Company at the
Company's principal office of all of the following: (i) a written notice of
exercise specifying the number of shares to be purchased signed by the
Qualifying Director or other person then entitled to exercise the option, (ii)
full payment of the exercise price for such shares by any of the following or
combination thereof: (a) cash, (b) certified or cashier's check payable to the
order of the Company, (c) the delivery of whole shares of the Company's Common
Stock owned by the option holder, or (d) by requesting that the Company withhold
whole shares of Company Common Stock then issuable upon exercise of the option
(for purposes of such a transaction the shares withheld by the Company shall be
valued at the Fair Market Value as of the date prior to the exercise date),
(iii) such representations and documents as the Board, in its sole discretion,
deems necessary or advisable to effect compliance with all applicable provisions
of the Securities Act and other federal or state securities laws or regulations,
(iv) in the event that the option shall be exercised by any person or persons
other than the Qualifying Director, appropriate proof of the right of such
person or persons to exercise the option, and (v) such representations and
documents as the Board, in its sole discretion, deems necessary or advisable.
14. COMPLIANCE WITH LAW. Common Stock shall not be issued upon exercise
of an option granted under this Director Plan unless and until counsel for the
Company shall be satisfied that any conditions necessary for such issuance to
comply with applicable federal, state or local tax, securities or other laws or
rules or applicable securities exchange requirements have been fulfilled.
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May 17, 1996
MagneTek, Inc.
26 Century Boulevard
Nashville, Tennessee 37229
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I have acted as counsel for MagneTek, Inc., a Delaware corporation (the
"Company"), in connection with the registration of 500,000 shares of Common
Stock of the Company issuable under its Non-Employee Director Stock Option
Plan (the "Plan"). In connection therewith, I have examined, among other
things, the Registration Statement on Form S-8 (the "Registration Statement")
proposed to be filed by the Company with the Securities and Exchange
Commission on or about May 17, 1996. I have also examined the proceedings
and other actions taken by the Company in connection with the authorization
and reservation of the shares of Common Stock issuable under the Plan.
Based upon the foregoing, and in reliance thereon, I am of the opinion
that the shares of Common Stock issuable under the Plan, when issued,
delivered and paid for in accordance with the Plan and the agreements
evidencing awards thereunder and in the manner described in the Registration
Statement, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
I am an employee of the Company.
Very truly yours,
/s/ Samuel A. Miley
Samuel A. Miley
Vice President, General
Counsel and Secretary
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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement (Form S-8) pertaining to the MagneTek, Inc. Non-Employee Director
Stock Option Plan of our reports dated August 14, 1995, with respect to the
consolidated financial statements and schedule of MagneTek, Inc. included or
incorporated by reference in its annual Report (Form 10-K) for the year ended
June 30, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
St. Louis, Missouri
May 17, 1996
