<PAGE>
As filed with the Securities and Exchange Commission on February 10, 1998
Registration No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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. AMENDED AND RESTATED
DIRECTOR COMPENSATION AND DEFERRAL INVESTMENT 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 250,000(2) $18.66 per share $4,665,000 $1,609
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
</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 250,000 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 250,000 shares of Common
Stock, par value $.01 per share (the "Common Stock"), including 250,000
Preferred Stock Purchase Rights, one of which attaches to each share of Common
Stock issued during the term of, and pursuant to, the Rights Agreement dated as
of March 4, 1997 by and between MagneTek, Inc. and the Bank of New York, as
Rights Agent, which have been reserved for issuance under the MagneTek, Inc.
Amended and Restated Director Compensation and Deferral Investment Plan (the
"Director Compensation Plan"). Any additional shares of Common Stock that may
become available for purchase in accordance with the provisions of the Director
Compensation Plan in the event of certain changes in the outstanding shares of
Common Stock of MagneTek, including, among other things, stock dividends, stock
splits, reverse stock splits, reorganizations and recapitalizations, are also
being registered. The Director Compensation Plan provides that the maximum
number of shares which may be issued, in lieu of cash, as payment of directors'
fees will not exceed 250,000 shares, subject to adjustments as described above.
The material which immediately follows constitutes a reoffer
prospectus, prepared on Form S-3, in accordance with General Instruction C to
Form S-8, to be used in connection with resales of securities acquired under the
Director Compensation Plan of MagneTek by the participating directors who may
be considered affiliates of MagneTek, as defined in Rule 405 under the
Securities Act of 1933, as amended.
<PAGE>
REOFFER PROSPECTUS
MAGNETEK, INC.
COMMON STOCK
($.01 par VALUE)
250,000 SHARES
This Prospectus relates to 250,000 shares of Common Stock, par value
$.01 per share (the "Common Stock"), of MagneTek, Inc. ("MagneTek" or the
"Company"), including 250,000 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 Amended and Restated Director Compensation and Deferral Investment
Plan (the "Director Compensation 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") in lieu of cash payment of directors' fees.
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 that may be 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>
Thomas G. Boren Director since 10/97 4,194 194 4,000 *
Dewain K. Cross Director since 11/94 102,758 958 101,800 *
Paul J. Kofmehl Director since 11/90 85,071 1,071 84,000 *
Marguerite W. Sallee Director since 1/95 28,226 226 28,000 *
Robert E. Wycoff Director since 1/96 20,196 1,196 19,000 *
</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 1 - 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
- ------------------------ Officer and Director
Ronald N. Hoge (Principal Executive Officer) February 10, 1998
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 February 10, 1998
- ------------------------ Chief Financial Officer
David P. Reiland (Principal Financial Officer)
Vice President and Controller February 10, 1998
- ------------------------ (Principal Accounting Officer)
Thomas R. Kmak
II-6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- --------------------------------------------------------------------------------
4.1 MagneTek, Inc. Amended and Restated Director Compensation and Deferral
Investment 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.
AMENDED AND RESTATED DIRECTOR COMPENSATION
AND DEFERRAL INVESTMENT PLAN
ARTICLE 1. ESTABLISHMENT AND PURPOSES
1.1 ESTABLISHMENT. MagneTek, Inc., a Delaware corporation (the
"Company"), hereby establishes, effective as of October 21, 1997, an amended and
restated director pay and deferred compensation plan, which shall be known as
the "MagneTek, Inc. Amended and Restated Director Compensation and Deferral
Investment Plan" (the "Plan"), for present and future members of the Board of
Directors who are not employees or officers of the Company.
1.2 PURPOSE. The primary purposes of the Plan are (i) to provide
members of the Board of Directors who are not employees or officers of the
Company with the opportunity to defer voluntarily a portion of their Director's
Fees, subject to the terms of the Plan and (ii) to encourage ownership of common
stock by members of the Board of Directors who are not employees or officers of
the Company and thereby align such directors' interests more closely with the
interests of the stockholders of the Company. By adopting the Plan, the Company
desires to enhance its ability to attract and retain Directors of outstanding
competence.
ARTICLE 2. DEFINITIONS
Whenever used herein, the following terms shall have the meanings set forth
below, and, when the defined meaning is intended, the term is capitalized:
(a) "Board" or "Board of Directors" means the Board of Directors of the
Company.
(b) "Board Meeting" means any meeting of the Board of Directors or of
any committee thereof on which the Director serves and for which the Director is
entitled to receive Meeting Fees.
(c) "Code" means the Internal Revenue Code of 1986, as amended from time
to time.
(d) "Company" means MagneTek, Inc., a Delaware corporation.
(e) "Director" means a member of the Board of Directors of the Company
who is neither an employee nor an officer of the Company.
(f) "Director's Fees" means a Director's Retainer Fees and Meeting Fees,
whether payable in cash or stock or any combination thereof.
(g) "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time.
(h) "Fair Market Value" means (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
<PAGE>
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.
(i) "Meeting Fees" means the fees paid to a Director on a per meeting
basis for attending a meeting of the Board of Directors or a committee thereof.
(j) "Participant" means a Director who is actively participating in the
Plan.
(k) "Plan" means this MagneTek, Inc. Amended and Restated Director
Compensation and Deferral Investment Plan, as it may be amended from time to
time.
(l) "Retainer Fees" means annual retainer fees paid to a Director for
serving as a member of the Board of Directors or as a Chairman of a committee
thereof for a full year's service on the Board or such lesser amount as may be
payable to any Director in respect of services on the Board of less than a full
year.
(m) "Stock" means common stock of the Company, par value $.01 per share.
(n) "Value" means the fair market value of the cash and/or Stock a
Director receives (or, absent deferrals hereunder, is entitled to receive) as
Director's Fees.
(o) "Year" means a calendar year.
ARTICLE 3. ADMINISTRATION
3.1 AUTHORITY OF THE BOARD. The Plan shall be administered by the full
Board of Directors of the Company. Subject to the terms of the Plan, and to the
extent permissible under Section 16 of the Securities Exchange Act of 1934, as
amended, the Board may delegate ministerial duties to the Chief Human Resources
Officer or any other executive or executives of the Company.
Subject to the provisions herein, the Board shall have full power and
discretion to issue Stock to Participants in accordance with the terms of the
Plan; to determine the terms and conditions of each Director's participation in
the Plan; to construe and interpret the Plan and any agreement or instrument
entered into under the Plan; to establish, amend, or waive rules and regulations
for the Plan's administration; to amend (subject to the provisions of Article 11
herein) the terms and conditions of the Plan and any agreement entered into
under the Plan; and to make other determinations which may be necessary or
advisable for the administration of the Plan.
3.2 DECISIONS BINDING. All determinations and decisions of the Board as
to any disputed question arising under the Plan, including questions of
construction and interpretation, shall be final, conclusive, and binding on all
parties and shall be given the maximum possible deference allowed by law.
3.3 ARBITRATION. Any individual making a claim for benefits under this
Plan may contest the Board's decision to deny such claim or appeal therefrom
only by submitting the matter to binding arbitration before a single arbitrator.
Any arbitration shall be held in Nashville, Tennessee, unless otherwise agreed
to by the Board. The arbitration shall be conducted pursuant to the Commercial
Arbitration Rules of the American Arbitration Association.
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The arbitrator's authority shall be limited to the affirmation or reversal
of the Board's denial of the claim or appeal, and the arbitrator shall have no
power to alter, add to, or subtract from any provision of this Plan. The
arbitrator's decision shall be final and binding on all parties, if warranted on
the record and reasonably based on applicable law and the provisions of this
Plan. The arbitrator shall have no power to award any punitive, exemplary,
consequential, or special damages, and under no circumstances shall an award
contain any amount that in any way reflects any of such types of damages. Each
party shall bear its own attorney's fees and costs of arbitration. Judgment on
the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof.
3.4 INDEMNIFICATION. Each person who is or shall have been a member of
the Board shall be indemnified and held harmless by the Company against and from
any loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be a defendant, or in which he or she
may be a party by reason of any act or omission by such Board member in his or
her capacity as an administrator of the Plan, and against and from any and all
amounts paid by him or her in settlement thereof, with the Company's approval,
or paid by him or her in satisfaction of any judgment in any such action, suit,
or proceeding against him or her, provided he or she shall give the Company an
opportunity, at its own expense, to handle and defend the same before he or she
undertakes to handle and defend it on his or her own behalf.
The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled under the
Company's Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.
ARTICLE 4. PARTICIPATION
4.1 PARTICIPATION. Those members of the Board of Directors who are not
employees or officers of the Company shall participate in the Plan.
In the event a Participant no longer meets the requirements for
participation in the Plan, such Participant shall become an inactive
Participant, retaining all the rights described under the Plan, except the right
to make any further deferrals or receive payment of Directors' Fees in Stock,
until such time that the Participant again becomes an active Participant.
4.2 PARTIAL YEAR PARTICIPATION. In the event that a Director first
becomes a Participant during a Year, such Participant shall be notified by the
Company of his or her participation, and the Company shall provide each such
Participant with "Election to Defer Forms," which must be completed by the
Participant as provided in Sections 6.2 and 6.3 herein and "Election to Receive
Stock Forms," which must be completed by the Participant as provided in
Sections 5.2 and 5.3 herein; provided, however, that such Participant may only
make an election to defer with respect to that portion of his or her Director's
Fees for such Year which are to be earned after the filing of the election and
such Participant may only make an election to receive payment of Meeting Fees in
stock with respect to that portion of his or her Meeting Fees for such year
which are to be earned after the filing of the election.
ARTICLE 5. STOCK IN LIEU OF CASH DIRECTOR'S FEES
5.1 PAYMENT IN STOCK. Subject to Section 5.5 herein, a Director shall
receive Stock in lieu of the annual cash Retainer Fees otherwise payable to each
Director each year for so long as this Plan is in effect, to the extent and
subject to the terms and conditions set forth in this Article 5. In addition, a
Director may elect to receive Stock in lieu of cash Meeting Fees payable to such
Director each year for so long as this Plan is in effect, to the extent and
subject to the terms and conditions set forth in this Article 5.
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5.2 STOCK PAYMENT PROCEDURES. The number of shares of Stock to be paid
in lieu of cash Retainer Fees or cash Meeting Fees (in the event of an election
by a Director to so receive Stock in lieu of cash Meeting Fees) on each payment
date shall be equal to (i) the amount of the cash Retainer Fees or cash Meeting
Fees, as applicable, payable to each Director at the rates then in effect
divided by (ii) the Fair Market Value of Stock as determined on the most recent
practicable date preceding the payment date. No fractional shares of Stock
shall be granted; instead, the cash remainder shall be paid to the Participant.
The Company shall deliver to each Participant each month as payment of Retainer
Fees one or more certificates representing the Stock, registered in the name of
the Participant (or if directed by the Participant, in the joint names of the
Participant and his or her spouse). The Company shall deliver to each
Participant who has filed an "Election to Receive Stock Form" as payment of
Meeting Fees one or more certificates representing the Stock, registered in the
name of the Participant (or, if directed by the Participant, in joint names of
the Participant and his or her spouse) at the times such Meeting Fees are
customarily paid by the Company.
5.3 METHOD OF ELECTING TO RECEIVE STOCK IN LIEU OF CASH MEETING FEES.
In order to receive Stock in lieu of cash Meeting Fees under the Plan, the
Director must complete and deliver to the Company a written "Election To Receive
Stock Form" on which he or she designates the election to receive Stock.
Participants shall make their elections to receive payment in Stock for their
Meeting Fees under the Plan no later than the date immediately prior to the date
of the Board Meeting to which such Meeting Fees relate. All elections to
receive payment in Stock for Meeting Fees shall be made on an "Election to
Receive Stock Form," as described herein and shall be delivered by the
Participant to the Board (or its delegate) as described in Section 12.1 herein.
The election to receive payment in Stock for Meeting Fees shall automatically
remain in effect for all periods the Participant participates in the Plan until
revoked or changed by the Participant.
The election may be revoked or changed with respect to future Board
Meetings by filing with the Board (or its delegate) a new election on an
"Election to Receive Stock Form" no later than the day immediately prior to the
date of the next Board Meeting for which the Participant shall receive Meeting
Fees.
5.4 RIGHTS OF THE PARTICIPANT. Except for the terms and conditions set
forth in this Plan, a Participant paid Stock in lieu of the cash Retainer Fees
or cash Meeting Fees shall have all of the rights of a holder of the Stock,
including the right to receive dividends paid on such Stock and the right to
vote the Stock at meetings of stockholders of the Company. Upon delivery, such
Stock will be nonforfeitable.
5.5 SPECIAL CIRCUMSTANCES. The Board shall have the authority, in its
sole discretion, to permit all of a Director's Retainer Fees to be paid in cash,
rather than in Stock, in the event that a Director establishes, to the
satisfaction of the Board, that special circumstances warrant such cash payment.
The merit of the Director's special circumstances plea shall be judged by the
Board. The Board's decision as to whether the Director's special circumstances
plea justifies the cash payment of the Director's Retainer Fees shall be final,
conclusive, and not subject to appeal.
ARTICLE 6. DEFERRAL OPPORTUNITY
6.1 AMOUNT WHICH MAY BE DEFERRED. A Participant may elect to defer up
to one hundred percent (100%) of his or her Retainer Fees for any Year and up to
one hundred percent (100%) of his or her Meeting Fees for each Board Meeting
during any Year. The amount of Retainer Fees and Meeting Fees to be deferred
shall be expressed as a percentage of the Value of the fees otherwise payable
(in cash or Stock) for the Participant's service as a Director of the Company.
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6.2 DEFERRAL ELECTION FOR RETAINER FEES. Participants shall make their
elections under the Plan to defer their Retainer Fees no later than December 20
prior to the beginning of each Year, or not later than thirty (30) calendar days
following notification of initial eligibility to participate herein (with
respect to Retainer Fees not yet earned or paid). All elections to defer
Retainer Fees shall be made on an "Election to Defer Form," as described herein
and shall be delivered by the Participant to the Board (or its delegate) as
described in Section 12.1 herein. The deferral election with respect to
Retainer Fees shall automatically remain in effect for the Year in question (for
which it shall be irrevocable) and for all subsequent periods the Participant
participates in the Plan until revoked or changed by the Participant. The
deferral may be revoked or changed with respect to future Years only by
delivering a new election on an "Election to Defer Form" no later than December
20 prior to the beginning of the Year.
Participants shall make the following elections on an "Election to Defer
Form":
(a) The amount to be deferred with respect to his or her Retainer Fees
for the Year, pursuant to the terms of Section 6.1 herein; and
(b) The form of payment to be made to the Participant at the end of the
deferral period, pursuant to the terms of Section 6.5 herein.
6.3 DEFERRAL ELECTION FOR MEETING FEES. Participants shall make their
elections to defer their Meeting Fees under the Plan no later than the date
immediately prior to the date of the Board Meeting to which such Meeting Fees
relate. Notwithstanding the foregoing, the initial election of the
Participants' deferral of Meeting Fees shall be made no later than December 20
prior to the beginning of the Year or no later than thirty (30) calendar days
following notification of initial eligibility to participate in the Plan (with
respect to Meeting Fees not yet earned or paid). All elections to defer Meeting
Fees shall be made on an "Election to Defer Form," as described in Section 6.2
herein and shall be delivered by the Participant to the Board (or its delegate)
as described in Section 12.1 herein. On the "Election to Defer Form" described
in Section 6.2, the Participant shall elect (in addition to any other relevant
elections described in Section 6.2 herein) the amount to be deferred with
respect to his or her Meeting Fees for each Board Meeting, pursuant to the terms
of Section 6.1 herein. The deferral election with respect to Meeting Fees shall
automatically remain in effect for all periods the Participant participates in
the Plan until revoked or changed by the Participant.
The deferral may be revoked or changed with respect to future Board
Meetings by filing with the Board (or its delegate) a new election on an
"Election to Defer Form" no later than the day immediately prior to the date of
the next Board Meeting for which the Participant shall receive Meeting Fees.
6.4 LENGTH OF DEFERRAL. Except as otherwise provided in Section 6.7,
the amounts deferred by each Participant and the accumulated earnings thereon
shall be paid (or commence to be paid) to the Participant as provided in
Sections 6.5 and 6.6 herein in January following the Year in which the
termination of the Participant's service as a Director of the Company occurs for
any reason other than death. In the event of the Participant's death, the
payment of the amounts deferred and the accumulated earnings thereon (or, in the
event of death following commencement of installment payments, the remaining
unpaid balance thereof) shall be made in a single lump sum payment in the form
provided in Section 6.6 herein as soon as administratively practical after the
Participant's death.
6.5 FORM OF PAYMENT OF DEFERRED AMOUNTS. Subject to Section 6.7,
Participants shall be entitled to elect to receive payment of deferred amounts,
together with earnings accrued thereon, at the end of the deferral period in a
single lump sum payment or by means of installments. All deferred amounts,
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together with earnings accrued thereon, shall be paid in the same form. If no
election is made, the Participant will be paid in a single lump sum.
(a) LUMP SUM PAYMENT. Such payment of deferred amounts and earnings
accrued thereon shall be made to the Participant in January
following the Year in which he ceases to serve as a Director, as
described in Section 6.4 herein.
(b) INSTALLMENT PAYMENTS. Participants may elect to receive the payout
of deferred amounts and earnings accrued thereon in annual
installments, with a minimum number of installments of two (2), and
a maximum number of installments of ten (10). The initial payment
shall be made in January following the Year in which he ceases to
serve as a Director, as described in Section 6.4 herein. The
remaining installment payments shall be made in January of each Year
thereafter, until the Participant's entire deferred account has been
paid in full. Earnings shall continue to accrue on the deferred
amounts in the Participant's deferred account, as provided in
Section 7.2 of this Plan. The amount of each installment payment
shall be equal to the balance remaining in the Participant's
deferred account immediately prior to each such payment, multiplied
by a fraction, the numerator of which is one (1), and the
denominator of which is the number of installment payments
remaining.
Subject to the following rules, the Participant may elect to change a form
of benefit elected pursuant to this Section 6.5 by filing a revised election
form on an "Election to Defer Form," as described in Section 6.2 herein,
specifying the new form of distribution:
(1) An election to change the form of distribution must be made no later
than December 31 at least one (1) full Year prior to the payout
commencement date as described in Section 6.4 herein. If a new
election is submitted after this date, the election shall be null
and void, and the form of distribution shall be determined under the
Participant's original election.
(2) Any election to change the form of distribution from installments to
a lump sum is subject in all cases to the approval of the Board.
(3) No further election to change a form of distribution shall be
permitted with respect to amounts already subject to a revised
election submitted pursuant to this Section 6.5.
Notwithstanding anything to the contrary herein, the Board may elect at any
time, in its sole and absolute discretion, to make payment of deferred amounts
and accumulated earnings thereon (or the remaining amount thereof) to the
Participant in a single lump sum, notwithstanding the Participant's election to
receive such amounts in the form of installments.
6.6 TYPE OF PAYMENT OF DEFERRED AMOUNTS. All payments of deferred
amounts hereunder shall be made in cash or shares of Stock, or any combination
thereof, as directed by the Board in its sole and absolute discretion.
6.7 FINANCIAL HARDSHIP. The Board shall have the authority to alter the
timing or manner of payment of deferred amounts in the event that the
Participant establishes, to the satisfaction of the Board, severe financial
hardship. In such event, the Board may, in its sole discretion:
(a) Authorize the cessation of deferrals by such Participant under the
Plan; or
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(b) Provide that all, or a portion, of the amount previously deferred by
the Participant shall immediately be paid in a lump sum cash
payment; or
(c) Provide that all, or a portion, of the installments payable over a
period of time shall immediately be paid in a lump sum cash payment;
or
(d) Provide for such other installment payment schedule as deemed
appropriate by the Board under the circumstances.
For purposes of this Section 6.7, "severe financial hardship" shall mean
any financial hardship resulting from extraordinary and unforeseeable
circumstances arising as a result of one or more recent events beyond the
control of the Participant. In any event, payment may not be made to the extent
such emergency is or may be relieved: (i) through reimbursement or compensation
by insurance or otherwise; (ii) by liquidation of the Participant's assets, to
the extent the liquidation of such assets would not itself cause severe
financial hardship; and (iii) by cessation of deferrals under the Plan.
Withdrawals of amounts because of a severe financial hardship may only be
permitted to the extent reasonably necessary to satisfy the hardship, plus to
pay taxes on the withdrawal. Examples of what are not considered to be severe
financial hardships include the need to send a Participant's child to college or
the desire to purchase a home. The Participant's account will be credited with
earnings in accordance with the Plan up to the date of distribution.
The severity of the financial hardship shall be judged by the Board. The
Board's decision with respect to the severity of financial hardship and the
manner in which, if at all, the Participant's future deferral opportunities
shall be ceased, and/or the manner in which, if at all, the payment of deferred
amounts to the Participant shall be altered or modified, shall be final,
conclusive, and not subject to appeal.
ARTICLE 7. DEFERRED COMPENSATION ACCOUNTS
7.1 PARTICIPANTS' ACCOUNTS. The Company shall establish and maintain an
individual bookkeeping account for deferrals made by each Participant under
Article 6 herein. Each account shall be credited as of the date the amount
deferred otherwise would have become due and payable to the Participant and as
provided in Section 7.2. Each Participant's account shall be one hundred
percent (100%) vested at all times.
7.2 GAINS AND LOSSES ON DEFERRED AMOUNTS. Each Participant's account
for deferrals will be deemed to be invested in Stock, including any dividends
paid thereon (which will be deemed to be reinvested in such Stock). Each
Participant's account will thus be adjusted and increased or decreased by the
results of such deemed investment from the time Plan deferrals are credited
under Section 7.1 until distributed pursuant to Article 6 hereof.
7.3 CHARGES AGAINST ACCOUNTS. There shall be charged against each
Participant's deferred account any payments made to the Participant or to his or
her beneficiary.
7.4 DESIGNATION OF BENEFICIARY. Each Participant shall designate a
beneficiary or beneficiaries who, upon the Participant's death, will receive the
deferred amounts that otherwise would have been paid to the Participant under
the Plan. All designations shall be signed by the Participant, and shall be in
such form as prescribed by the Board. Each designation shall be effective as of
the date delivered to the Chief Human Resources Officer of the Company by the
Participant.
Participants may change their designations of beneficiary on such form as
prescribed by the Board. The payment of amounts deferred under the Plan shall
be in accordance with the last unrevoked written
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designation of beneficiary that has been signed by the Participant and delivered
by the Participant to the Chief Human Resources Officer of the Company prior to
the Participant's death.
In the event that all the beneficiaries named by a Participant pursuant to
this Section 7.4 predecease the Participant, the deferred amounts that would
have been paid to the Participant or the Participant's beneficiaries shall be
paid to the Participant's estate.
In the event a Participant does not designate a beneficiary, or for any
reason such designation is ineffective, in whole or in part, the amounts that
otherwise would have been paid to the Participant or the Participant's
beneficiaries under the Plan shall be paid to the Participant's estate.
ARTICLE 8. RIGHTS OF PARTICIPANTS
8.1 CONTRACTUAL OBLIGATION. The Plan shall create a contractual
obligation on the part of the Company to make payments from the Participants'
accounts when due. Payment of account balances shall be made out of the general
funds of the Company.
8.2 UNSECURED INTEREST. No Participant or party claiming an interest in
deferred amounts of a Participant shall have any interest whatsoever in any
specific asset of the Company. To the extent that any party acquires a right to
receive payments under the Plan, such right shall be equivalent to that of an
unsecured general creditor of the Company. The Company shall have no duty to
set aside or invest any amounts credited to Participants' accounts under this
Plan.
Nothing contained in this Plan shall create a trust of any kind or a
fiduciary relationship between the Company and any Participant. Nevertheless,
the Company may establish one or more trusts, with such trustee as the Board may
approve, for the purpose of providing for the payment of deferred amounts and
earnings thereon. Such trust or trusts may be irrevocable, but the assets
thereof shall be subject to the claims of the Company's general creditors in the
event of the Company's bankruptcy or insolvency. To the extent any deferred
amounts and earnings thereon under the Plan are actually paid from any such
trust, the Company shall have no further obligation with respect thereto, but to
the extent not so paid, such deferred amounts and earnings thereon shall remain
the obligation of, and shall be paid by, the Company.
8.3 NO GUARANTEE OF PRINCIPAL OR EARNINGS. Nothing contained in the
Plan shall constitute a guarantee by the Company or any other person or entity
that the amounts deferred hereunder will increase or shall not decrease in value
due to the deemed investment of such amounts in Stock. The Stock may be a
volatile investment and decreases in the value thereof may result in a loss of
some or all of the principal amounts deferred hereunder. Thus, it is possible
for the value of a Participant's account to decrease as a result of its deemed
investment in Stock, if the value of the Stock decreases.
ARTICLE 9. NUMBER AND SOURCE OF SHARES AVAILABLE UNDER THE PLAN
The Company shall reserve a sufficient number of shares of Stock for
purposes of the Plan, as determined by the Board. Such shares may be previously
issued and outstanding shares of Stock reacquired by the Company and held in its
treasury, or may be authorized but unissued shares of Stock, or may consist
partly of each. If the Company shall at any time increase or decrease the
number of outstanding shares of Stock or change in any way the rights and
privileges of such shares by means of the payment of a stock dividend or any
other distribution upon such shares payable in Stock, or through a stock split,
subdivision, consolidation, combination, reclassification, or recapitalization
involving the Stock, then the Board may increase, decrease, or change in like
manner the number, rights and privileges of the shares issuable under the Plan
as if such shares had been issued and outstanding, fully paid, and nonassessable
at
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the time of such occurrence in order to prevent dilution or enlargement of
Participants' rights under the Plan.
ARTICLE 10. WITHHOLDING OF TAXES
The Company shall have the right to require Participants to remit to the
Company an amount sufficient to satisfy any Federal, state, and local
withholding tax requirements, or to deduct from all payments made pursuant to
the Plan amounts sufficient to satisfy any withholding tax requirements.
ARTICLE 11. AMENDMENT AND TERMINATION
The Company hereby reserves the right to amend, modify, or terminate the
Plan at any time by action of the Board, with or without prior notice. No such
amendment or termination shall in any material manner adversely affect any
Participant's rights to amounts already deferred or earned or earnings thereon
up to the point of amendment or termination or any rights of such Participant
under any Stock theretofore paid to him or her hereunder, without the consent of
the Participant.
ARTICLE 12. MISCELLANEOUS
12.1 NOTICE. Unless otherwise prescribed by the Board, any notice or
filing required or permitted to be given to the Company under the Plan shall be
sufficient if in writing and hand delivered, or sent by registered or certified
mail to the Chief Human Resources Officer of the Company. Notice to the Chief
Human Resources of the Company, if mailed, shall be addressed to the principal
executive offices of the Company. Notice mailed to a Participant shall be at
such address as is given in the records of the Company. Notices shall be deemed
given as of the date of delivery or, if delivery is made by mail, as of the date
shown on the postmark on the receipt for registration or certification.
12.2 CONSIDERATION FOR STOCK ISSUED. Stock will be paid under the Plan
in consideration of the services of Participants as directors of the Company.
12.3 COMPLIANCE WITH SECURITIES LAWS, LISTING REQUIREMENTS, AND OTHER
LAWS AND OBLIGATIONS. The Company shall not be obligated to deliver any shares
of Stock under this Plan, (a) until, in the opinion of the Company's counsel,
all applicable federal and state laws and regulations have been complied with,
(b) if the outstanding Stock is at the time listed on any stock exchange, or
quoted on any automated quotation system, until the shares to be delivered have
been listed or authorized to be listed or quoted on such exchange or system upon
official notice of issuance, and (c) until all other legal matters in connection
with the issuance and delivery of such shares have been approved by the
Company's counsel. If the sale of Stock has not been registered under the
Securities Act of 1933, as amended, the Company may require, as a condition to
the payment of Stock, such representations or agreements as counsel for the
Company may consider appropriate to avoid violation of such Act and may require
that the certificates evidencing such Stock bear an appropriate legend
restricting transfer.
12.4 NO SHAREHOLDER RIGHTS CONFERRED. Nothing contained in the Plan or
any agreement hereunder will confer upon any director any rights of a
shareholder of the Company unless and until shares of Stock are issued to such
Participant upon the payment of Stock.
12.5 NO RIGHT TO STOCK. Nothing in the Plan shall be construed to give
any Director of the Company any right to a grant of common stock under the Plan
unless all conditions described within the Plan are met as determined in the
sole discretion of the Board.
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12.6 GRANTED SHARES HAVE SAME STATUS AS ISSUED SHARES. Any shares of
common stock of the Company issued as a stock dividend, or as a result of stock
splits, combinations, exchanges of shares, reorganizations, mergers,
consolidations or otherwise with respect to shares of common stock granted
pursuant to the Plan shall have the same status and be subject to the same
restrictions as the shares granted.
12.7 NONTRANSFERABILITY. Except as provided below, Participants' rights
to deferred amounts, contributions, and earnings accrued thereon under the Plan
may not be sold, transferred, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution, nor shall the
Company make any payment under the Plan to any assignee or creditor of a
Participant.
Notwithstanding the foregoing, the Board shall provide for distributions
from a Participant's deferred compensation account to the extent required by a
court order that the Board determines to satisfy the requirements of a qualified
domestic relations order within the meaning of Section 206(d)(3) of ERISA. The
amounts assigned to an alternate payee under such an order shall be paid in a
lump sum distribution as soon as administratively practical after the Board
determines that the order meets the requirements of a qualified domestic
relations order. All payments made pursuant to any such order shall be charged
against the Participant's deferred compensation account.
12.8 SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.
12.9 GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular, and the singular shall include the plural.
12.10 COSTS OF THE PLAN. All costs of implementing and administering the
Plan shall be borne by the Company.
12.11 SUCCESSORS. All obligations of the Company under the Plan shall be
binding on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all of the business and/or assets of the
Company
12.12 APPLICABLE LAW. Except to the extent preempted by applicable
federal law, the Plan shall be governed by and construed in accordance with the
laws of the state of Tennessee.
12.13 EFFECTIVE DATE. The Plan shall become effective at the time that it
is approved by the Board, subject to approval by the stockholders of the Company
by a majority of the votes cast by the holders of the common stock, present in
person or represented by proxy, and entitled to vote.
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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 250,000 shares of
Common Stock of the Company issuable under its Amended and Restated Director
Compensation and Deferral Investment 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
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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. Amended and Restated Director
Compensation and Deferral Investment 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
