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As filed with the Securities and Exchange Commission on December 16, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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MAGNETEK, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 95-3917584
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
26 CENTURY BOULEVARD
P.O. BOX 290159
NASHVILLE, TENNESSEE 37229-0159
(Address of principal executive offices, including zip code)
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MAGNETEK, INC. DEFERRAL INVESTMENT PLAN
(Full title of the plan)
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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)
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COPIES TO:
JENNIFER BELLAH, ESQ.
GIBSON, DUNN & CRUTCHER LLP
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071-3197
(213) 229-7000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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MAGNETEK, INC.
DEFERRAL INVESTMENT
PLAN OBLIGATIONS (2) $2,500,000 100% $2,500,000 $758
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COMMON STOCK,
$0.01 PAR VALUE (3) -- -- NONE
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</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(o).
(2) The MagneTek, Inc. Deferral Investment Plan Obligations are unsecured
obligations of MagneTek, Inc. to pay deferred compensation in the future in
accordance with the terms of the MagneTek, Inc. Deferral Investment Plan.
(3) Pursuant to Rule 457(i), such indeterminate number of shares of Common
Stock as may be issuable upon payment of the MagneTek, Inc. Deferral
Investment Plan Obligations, including such additional shares as may
be issuable as a result of stock splits, stock dividends or similar
transactions.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by MagneTek, inc., a
Delaware corporation (the "Registrant"), relating to $2,500,000 of unsecured
obligations of the Registrant to pay deferred compensation in the future (the
"Obligations") and MagneTek, Inc. Common Stock, par value $0.01 per share,
issuable in satisfaction of the Obligations in accordance with the terms of the
Registrant's Deferral Investment Plan (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"), and the Note to
Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which previously have been filed by the Registrant
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:
(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by Registrant's latest annual report referred to in
(a) above;
(c) The description of the Common Stock contained in the Registrant's
effective registration statement on Form 8-A filed on April 21,
1989, including any amendment or report filed for the purpose of
updating such description.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder have been sold or that deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such reports and
documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
earlier statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
The Common Stock of the Registrant is registered under Section 12 of the
Exchange Act.
$2,500,000 of Plan Obligations are being registered under this Registration
Statement to be offered to certain eligible employees of the Registrant pursuant
to the Plan. The Obligations are general unsecured obligations of the
Registrant to pay deferred compensation in the future in accordance with the
terms of the Plan from the general assets of the Registrant, and rank PARI PASSU
with other unsecured and unsubordinated indebtedness of the Registrant from time
to time outstanding.
The amount of compensation deferred by each participant ("Participant")
in the Plan is determined in accordance with the Plan based upon elections by
each Participant. Obligations will consist of an amount equal to each
Participant's deferral account under the Plan, consisting of deferred salary
(up to 25% per year) and bonus amounts (up to 100% per year) and any
appreciation or depreciation in value thereon. Under the Plan, Participants
have the option of having their deferred compensation accounts indexed to
either: (i) a MagneTek phantom stock account or (ii) a prime rate account.
Obligations will be payable at the Participant's election either (i) in any
year ending in a "0" or a "5" (but no more than two such years can be open at
one time, and the year of payout must be at least one full year later than
the end of the year of deferral) or (ii) upon the Participant's termination
or retirement, either in an immediate lump-sum distribution or, upon the
election of a Participant, in installments up to a ten year period. The
payout will be in cash or Common Stock of the Registrant, or a combination of
both, at the sole discretion of the Plan Administration Committee.
A Participant's Obligations cannot be alienated, sold, transferred,
assigned, pledged, attached or otherwise encumbered by the Participant, and pass
only to a survivor beneficiary under the Plan, or by will or the laws of descent
and distribution, or pursuant to a qualified domestic relations order which
recognizes the rights of a spouse or former spouse to share in such Obligations.
The Obligations are not subject to redemption, in whole or in part, prior
to the payout to the Participant. However, the Registrant reserves the right to
amend or terminate the Plan at any time, except that no such amendment or
termination shall adversely affect a Participant's right to Obligations in the
amount of the Participant's Plan accounts as of the date of such amendment or
termination.
The Obligations are not convertible into any other security of the
Registrant. The Obligations will not have the benefit of a negative pledge or
any other affirmative or negative covenant on the part of the Registrant.
Except with respect to a so-called "rabbi trust," which the Registrant reserves
the right to establish, no trustee will be appointed having the authority to
take action with respect to the Obligations and each Participant will be
responsible for acting independently with respect to, among other things, the
giving of notices, responding to any requests for consents, waivers or
amendments pertaining to the Obligations, and taking action upon a default.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock has been passed upon for the Registrant 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 Registrant's
Restated Certificate of Incorporation provides that a director of the Registrant
shall not be liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary 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 Registrant 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
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improper personal benefit. In addition, Section 145 of the Delaware General
Corporation Law and Article III, Section 13 of the Registrant's Bylaws, under
certain circumstances, provide for the indemnification of the Registrant'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
Registrant's Bylaws (filed as Exhibit 3.2 to the Registrant's Form 10-K for
the fiscal year ended July 2, 1995), 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 Registrant, 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 Registrant's best interest and
not unlawful. If the action is brought by or on behalf of the Registrant, the
person to be indemnified must have acted in good faith, in a manner he believed
to have been in the Registrant's best interest and must have been adjudged
liable for negligence or misconduct.
Indemnification shall be granted by the Registrant if the Board of
Directors or the stockholders of the Registrant determine in good faith, or
independent legal counsel for the Registrant 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 Registrant may advance funds to pay the expenses of any person involved
in such action provided that the Registrant 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 Registrant 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
Registrant.
ITEM 8. EXHIBITS.
The Exhibit Index appears on page 6.
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;
(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. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent
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change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
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 with or furnished to the
Commission by the Registrant 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this 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) Insofar as indemnification for liabilities arising under the
Securities Act 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 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 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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, on this 12th day of
December, 1996.
MAGNETEK, INC.
By: /s/ Ronald N. Hoge
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Ronald N. Hoge, President and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 12, 1996. Each of the directors and/or
officers of the Registrant whose signature appears below hereby appoints Ronald
N. Hoge and Samuel A. Miley, and each of them severally as his or her attorney-
in-fact to sign his or her name and on his or her behalf, in any and all
capacities stated below, and to file with the Securities and Exchange Commission
any and all amendments, including post-effective amendments to this Registration
Statement as appropriate, and generally to do all such things in their behalf in
their capacities as officers and directors to enable Registrant to comply with
the provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission.
Signature Title Date
--------- ----- ----
/s/ Andrew G. Galef Chairman of the Board December 12 1996
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Andrew G. Galef
/s/ Ronald N. Hoge President, Chief Executive December 12, 1996
- --------------------------- Officer and Director
Ronald N. Hoge (Principal Executive Officer)
/s/ Dewain K. Cross Director December 12, 1996
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Dewain K. Cross
/s/ Paul J. Kofmehl Director December 12, 1996
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Paul J. Kofmehl
/s/ Crocker Nevin Director December 12, 1996
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Crocker Nevin
/s/ Marguerite W. Sallee Director December 12, 1996
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Marguerite W. Sallee
/s/ Robert E. Wycoff Director December 12, 1996
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Robert E. Wycoff
/s/ David P. Reiland Senior Vice President and December 12, 1996
- --------------------------- Chief Financial Officer
David P. Reiland (Principal Financial Officer)
/s/ Thomas R. Kmak Vice President and December 12, 1996
- --------------------------- Controller (Principal
Thomas R. Kmak Accounting Officer)
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
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4.1 Restated Certificate of Incorporation of the Registrant, filed with the
Delaware Secretary of State on November 21, 1989 (previously filed with
the Registrant's Registration Statement on Form S-3 filed on August 1,
1991, Commission File No. 33-41854, and incorporated herein by this
reference).
4.2 Bylaws of the Registrant, as amended and restated (previously filed with
the Registrant's Form 10-K for Fiscal Year ended July 2, 1995 and
incorporated herein by this reference).
4.3 Specimen Common Stock Certificate (previously filed with Amendment No. 1
to the Registrant's Registration Statement filed on May 10, 1989 and
incorporated herein by this reference).
5.1 Opinion of Samuel A. Miley, Esq.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Samuel A. Miley, Esq. (contained in Exhibit 5.1).
24.1 Power of Attorney (included on the signature pages of this Registration
Statement).
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Exhibit 5.1
December 13, 1996
MagneTek, Inc.
26 Century Boulevard
Nashville, Tennessee 37229
Ladies and Gentlemen:
I have acted as counsel for MagneTek, Inc., a Delaware corporation (the
"Company"), in connection with the proposed filing with the Securities and
Exchange Commission expected to be made on or about December 13, 1996 under the
Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the
"Registration Statement") for the purpose of registering (i) $2,500,000 of
obligations which represent unsecured obligations of the Company to pay deferred
compensation in the future (the "Obligations") in accordance with the terms of
MagneTek, Inc. Deferral Investment Plan for a select group of eligible employees
(the "Plan") and (ii) an indeterminate number of shares of Common Stock of the
Company as may be issuable upon payment of the Obligations. In such capacity, I
have examined the Restated Certificate of Incorporation and By-Laws of the
Company, the Plan, and such other documents of the Company as I have deemed
necessary or appropriate for the purposes of the opinion expressed herein.
Based upon the foregoing, I advise you that, in my opinion, when issued is
accordance with the provisions of the Plan, (i) the Obligations will be valid
and binding obligations of the Company, enforceable in accordance with their
terms, except as enforcement applicability relating to or affecting enforcement
of creditors' rights or by general equity principles and (ii) the shares of
Common Stock issuable under the Plan, when delivered and paid for in accordance
with the Plan, will be validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name wherever appearing in the Registration
Statement and any amendment thereto.
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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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the MagneTek, Inc. Deferral Investment Plan of our
reports dated August 20, 1996, except for the second paragraph of Note 4, as
to which the date is September 16, 1996, with respect to the consolidated
financial statements and schedule of MagneTek, Inc. included or incorporated
by reference in the Annual Report (Form 10-K) for the year ended June 30,
1996, filed with the Securities and Exchange Commission.
St. Louis, Missouri
December 13, 1996
