<PAGE>
As filed with the Securities and Exchange Commission on February 10, 1998
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
Nashville, Tennessee 37214
(615) 316-5100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
-----------------
MAGNETEK, INC. 1997 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
Nashville, Tennessee 37214
(615) 316-5100
(Name, Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent for Service)
-----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000(2) $18.66 per share $18,660,000 $6,435
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
</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 February 3, 1998.
2 Includes 1,000,000 Preferred Stock Purchase Rights, one of which attaches
to each share of Common Stock issued during the term of, and pursuant to,
the Rights Agreement dated as of March 4, 1997 by and between MagneTek,
Inc. and the Bank of New York, as Rights Agent.
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed by MagneTek, Inc. ("MagneTek"
or the "Company") in order to register 1,000,000 shares of Common Stock, par
value $.01 per share (the "Common Stock"), including 1,000,000 Preferred
Stock Purchase Rights, one of which attaches to each share of Common Stock
issued during the term of, and pursuant to, the Rights Agreement dated as of
March 4, 1997 by and between MagneTek, Inc. and the Bank of New York, as
Rights Agent, which have been reserved for issuance under the MagneTek, Inc.
1997 Non-Employee Director Stock Option Plan (the "Director Plan"). The
Director Plan replaces the Company's 1995 Non-Employee Director Stock Option
Plan, in connection with which the Company filed a Registration Statement on
Form S-8, File No. 333-04021, on May 17, 1997. Any additional shares of
Common Stock that may become available for purchase in accordance with the
provisions of the Director Plan in the event of certain changes in the
outstanding shares of Common Stock of MagneTek, including, among other
things, stock dividends, stock splits, reverse stock splits, reorganizations
and recapitalizations, are also being registered. The Director Plan provides
that the maximum number of shares as to which options or other awards may be
granted will not exceed 1,000,000 shares, subject to adjustments as described
above.
The material which immediately follows constitutes a reoffer prospectus,
prepared on Form S-3, in accordance with General Instruction C to Form S-8,
to be used in connection with resales of securities acquired under the
Director Plan of MagneTek by the participating directors who may be
considered affiliates of MagneTek, as defined in Rule 405 under the
Securities Act of 1933, as amended.
<PAGE>
REOFFER PROSPECTUS
MAGNETEK, INC.
COMMON STOCK
($.01 PAR VALUE)
1,000,000 SHARES
This Prospectus relates to 1,000,000 shares of Common Stock, par value
$.01 per share (the "Common Stock"), of MagneTek, Inc. ("MagneTek" or the
"Company"), including 1,000,000 Preferred Stock Purchase Rights, one of which
attaches to each share of Common Stock issued during the term of, and
pursuant to, the Rights Agreement dated as of March 4, 1997 by and between
MagneTek, Inc. and the Bank of New York, as Rights Agent, which have
previously been issued or may in the future be issued pursuant to awards
granted to date under the Company's 1997 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 February 10, 1998.
<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., Room 1024, Washington, D.C. 20549, and at the regional offices of the
Commission located at 500 West Madison Street, Room 1400, Chicago, Illinois
60661 and at 75 Park Place, 14th Floor, New York, New York 10007. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at
prescribed rates. Electronic filings made through the Commission's Electronic
Data Gathering, Analysis, and Retrieval System are also publicly available
through the Commission's World Wide Web site at http://www.sec.gov. The
Company's Common Stock is listed on the New York Stock Exchange, and the
reports, proxy and information statements and other information filed by the
Company with the New York Stock Exchange can also be inspected at the offices
of the New York Stock Exchange at 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
June 30, 1997;
(2) The Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1997; and
(3) The description of the Common Stock contained in the Company's
Registration Statements on Form 8-A filed April 21, 1989 and March 14, 1997,
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, Nashville, Tennessee, 37214, 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, Nashville, Tennessee,
37214, 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 June 30, 1997 (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 September 30, 1997, the Company had long-term debt, including
current portion, of approximately $211 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 two years), (c) the number of Securities which may be
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 offering. The
information contained in Annex I may be amended or supplemented from time to
time.
3
<PAGE>
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 3,800 shares of Common Stock and options to purchase 82,000 shares of
Common Stock, excluding shares of Common Stock, if any, held by the MagneTek
FlexCare Plus Retirement Savings Plan or the MagneTek Deferral Investment
Plan.
4
<PAGE>
ANNEX I
<TABLE>
<CAPTION>
Shares of Common Shares to be Beneficially
Stock Beneficially Owned upon Completion of
Owned as of Shares Offering(1)(3)
Relationship to Company December 31, Offered -------------------------
Selling Stockholder During Last Three Years 1997(1) Hereby(2) Number Percent
- ------------------- ----------------------- ------------------ --------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Andrew G. Galef Director since 7/84 1,308,641 4,000 1,304,641 4.2%
Ronald N. Hoge Director since 7/96 631,100 4,000 627,100 2.0
Thomas G. Boren Director since 10/97 4,000 4,000 0 *
Dewain K. Cross Director since 11/94 101,800 4,000 97,800 *
Paul J. Kofmehl Director since 11/90 84,000 4,000 80,000 *
Marguerite W. Sallee Director since 1/95 28,000 4,000 24,000 *
Robert E. Wycoff Director since 1/96 19,000 4,000 15,000 *
</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 June 30, 1997;
(2) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1997; and
(3) The description of the Common Stock contained in the Company's
Registration Statements on Form 8-A filed April 21, 1989 and
March 14, 1997, 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 3,800 shares of Common Stock and options to purchase 82,000 shares of
Common Stock, excluding shares of Common Stock, if any, held by the MagneTek
FlexCare Plus Retirement Savings Plan or the MagneTek Deferral Investment
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 duty as a director, including grossly negligent
business judgments made in good faith, except for liability (i) for
II-1
<PAGE>
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 3.2 to the Company's Annual Report on 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 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibit Index appears on page II-7.
II-2
<PAGE>
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 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,
II-3
<PAGE>
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 10th day of February, 1998.
MAGNETEK, INC.
By:
-----------------------------
Ronald N. Hoge
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Ronald N. Hoge 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
--------- ----- ----
- ----------------------------- Chairman of the Board February 10, 1998
Andrew G. Galef
- ----------------------------- President, Chief Executive February 10, 1998
Ronald N. Hoge Officer and Director
(Principal Executive
Officer)
- ----------------------------- Director February 10, 1998
Thomas G. Boren
II-5
<PAGE>
- ----------------------------- Director February 10, 1998
Dewain K. Cross
- ----------------------------- Director February 10, 1998
Paul J. Kofmehl
- ----------------------------- Director February 10, 1998
Marguerite W. Sallee
- ----------------------------- Director February 10, 1998
Robert E. Wycoff
- ----------------------------- Senior Vice President and Chief February 10, 1998
David P. Reiland Financial Officer (Principal
Financial Officer)
- ----------------------------- Vice President and Controller February 10, 1998
Thomas R. Kmak (Principal Accounting
Officer)
II-6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------------------------------------------------------------------------
4.1 MagneTek, Inc. 1997 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>
EXHIBIT 4.1
MAGNETEK, INC.
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. PURPOSE OF THE PLAN. Under this 1997 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. This Plan replaces the Non-Employee Director Stock Option Plan of
the Company (the "1995 Plan").
2. EFFECTIVE DATES. This Director Plan shall be in effect commencing
on April 22, 1997, 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. To the extent that any questions of interpretation
arise hereunder, 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 not 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 1,000,000 shares of
Common Stock, subject to adjustments under Section 6, of which 448,000 shares
are being transferred from the 1995 Plan. 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 without changing the aggregate exercise
price applicable to the unexercised portions of such options.
7. STOCK OPTIONS.
(a) Simultaneous with the ratification of this Director Plan by
stockholders, the grant to each Qualifying Director who is not an
officer of the
<PAGE>
Company (a "Non-Officer 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 27,
1997 will be confirmed. Thereafter, upon initial election or
appointment of any director to the Board or upon a continuing director
becoming a Non-Officer Qualifying Director, such Non-Officer
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, Non-Officer 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 the last business day of the Company's fiscal year
ending after the initial grant of such Non-Officer Qualifying
Director's 4,000 share option pursuant to this Section 7. Each option
granted pursuant to this Section 7(a) 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.
(b) The Board may from time to time, in its absolute discretion,
grant non-qualified stock options to Qualifying Directors. Each
option granted pursuant to this Section 7(b) will have a term of ten
years unless otherwise specified by the Board, and the Board shall, in
its absolute discretion, determine the exercisability and other
provisions of such option.
(c) The per share exercise price of options granted under this
Director Plan 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 in good faith. The
exercise price of options may be reduced by an amount equal to the
value, as determined by the Board in good faith, of any rights
surrendered by the recipient of the option at the Company's request.
(d) 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
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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 Section 7(a) of 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. Unless otherwise approved by the Board, 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, 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 (to the extent not then fully vested) fully exercisable
from and after the date which is thirty days
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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.
(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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EXHIBIT 5
February 10, 1998
MagneTek, Inc.
26 Century Boulevard
Nashville, Tennessee 37214
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 1,000,000 shares of Common
Stock of the Company issuable under its 1997 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 February 10, 1998. 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,
Samuel A. Miley
Vice President, General
Counsel and Secretary
<PAGE>
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. 1997 Non-Employee Director Stock
Option Plan of our reports dated August 18, 1997, 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, 1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
St. Louis, Missouri
February 3, 1998
