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As filed with the Securities and Exchange Commission on November 9, 1999
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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MAGNETEK, INC.
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 95-3917584
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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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)
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2000 EMPLOYEE STOCK PLAN OF MAGNETEK, INC.
(Full title of the plan)
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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)
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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 1,500,000(2)(3) $7.4375 per share $11,156,250 $3,102
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</TABLE>
(1) Calculated pursuant to Rule 457(h)(1) and Rule 457(c) based on the
average of the high and low prices of the Common Stock of the Company on
the New York Stock Exchange on November 2, 1999.
(2) Pursuant to Rule 416(a), this Registration Statement also registers such
number of additional securities that may be offered pursuant to the terms
of the 2000 Employee Stock Plan of MagneTek, Inc. which provides for a
change in the amount or type of securities being offered or issued to
prevent dilution as a result of stock splits, stock dividends or similar
transactions.
(3) Includes 1,500,000 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.
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EXPLANATORY NOTE
This Registration Statement is being filed by MagneTek, Inc.
("MagneTek" or the "Company") in order to register 1,500,000 shares of Common
Stock, par value $.01 per share (the "Common Stock"), including 1,500,000
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 2000 Employee
Stock Plan of MagneTek, Inc. (the "Plan"). Any additional shares of Common Stock
that may become available for purchase in accordance with the provisions of the
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.
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
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 "SEC") are by this
reference incorporated in and made a part of this Registration Statement:
(1) The Company's latest annual report or latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed;
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Company's latest annual report or prospectus
referred to in (1) above; 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 SEC for the purpose of
updating such description.
In addition, all reports and other 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.
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 Registration Statement 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
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be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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 14,467 shares of Common Stock and options to purchase 78,824 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 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.
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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.
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
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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, 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.
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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 5th day of
November, 1999.
MAGNETEK, INC.
By: /s/ Andrew G. Galef
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Andrew G. Galef
Chairman of the Board of Directors,
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Andrew G. Galef 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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Andrew G. Galef Chairman of the Board, President and November 5, 1999
- ----------------------------------------- Chief Executive Officer (Principal
Andrew G. Galef Executive Officer)
/s/ Thomas G. Boren Director November 5, 1999
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Thomas G. Boren
/s/ Dewain K. Cross Director November 5, 1999
- -----------------------------------------
Dewain K. Cross
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Paul J. Kofmehl Director November 5, 1999
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Paul J. Kofmehl
/s/ Frederick D. Lawrence Director November 5, 1999
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Frederick D. Lawrence
/s/ Robert E. Wycoff Director November 5, 1999
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Robert E. Wycoff
/s/ David P. Reiland Senior Vice President and Chief November 5, 1999
- ----------------------------------------- Financial Officer (Principal
David P. Reiland Financial Officer)
/s/ Thomas R. Kmak Vice President and Controller November 5, 1999
- ----------------------------------------- (Principal Accounting Officer)
Thomas R. Kmak
</TABLE>
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EXHIBIT INDEX
Exhibit No. Description
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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).
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EXHIBIT 5
November 9, 1999
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 1,500,000 shares of Common
Stock of the Company issuable under the 2000 Employee Stock Plan of MagneTek,
Inc. (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 November 9, 1999. I have also examined the proceedings and other actions
taken by the Company in connection with the authorization and reservation of the
shares of Common Stock issuable under the Plan.
Based upon the foregoing, and in reliance thereon, I am of the opinion
that the shares of Common Stock issuable under the Plan, when issued, delivered
and paid for in accordance with the Plan and the agreements evidencing awards
thereunder and in the manner described in the Registration Statement, will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
I am an employee of the Company.
Very truly yours,
/s/ Samuel A. Miley
Samuel A. Miley
Vice President, General
Counsel and Secretary
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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 2000 Employee Stock Plan of MagneTek, Inc. of our report
dated August 20, 1999, with respect to the consolidated financial statements and
schedule of MagneTek, Inc. incorporated by reference in its Annual Report (Form
10-K) for the year ended June 30, 1999, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Nashville, Tennessee
November 4, 1999
