<PAGE> 1
As filed with the Securities and Exchange Commission on November 9, 1999
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)
----------
1999 STOCK INCENTIVE PLAN OF MAGNETEK, INC.
(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 2,000,000(2)(3) $7.4375 per share $14,875,000 $4,136
====================================================================================================
</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 1999 Stock Incentive 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 2,000,000 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> 2
EXPLANATORY NOTE
This Registration Statement is being filed by MagneTek, Inc.
("MagneTek" or the "Company") in order to register 2,000,000 shares of Common
Stock, par value $.01 per share (the "Common Stock"), including 2,000,000
Preferred Stock Purchase Rights, one of which attaches to each share of Common
Stock issued during the term of, and pursuant to, the Rights Agreement dated as
of March 4, 1997 by and between MagneTek, Inc. and the Bank of New York, as
Rights Agent, which have been reserved for issuance under the 1999 Stock
Incentive Plan of MagneTek, Inc. (the "Plan"). Any additional shares of Common
Stock that may become available for purchase in accordance with the provisions
of the Plan in the event of certain changes in the outstanding shares of Common
Stock of MagneTek, including, among other things, stock dividends, stock splits,
reverse stock splits, reorganizations and recapitalizations, are also being
registered.
The material which immediately follows constitutes a reoffer
prospectus, prepared on Form S-3, in accordance with General Instruction C to
Form S-8, to be used in connection with resales of securities acquired under the
Plan of MagneTek by the participating executive officers who may be considered
affiliates of MagneTek, as defined in Rule 405 under the Securities Act of 1933,
as amended.
<PAGE> 3
REOFFER PROSPECTUS
MAGNETEK, INC.
COMMON STOCK
($.01 PAR VALUE)
2,000,000 SHARES
This Prospectus relates to 2,000,000 shares of Common Stock, par value
$.01 per share (the "Common Stock"), of MagneTek, Inc. ("MagneTek" or the
"Company"), including 2,000,000 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 1999
Stock Incentive Plan of MagneTek, Inc. (the "Plan") to, and which may be offered
for resale from time to time by, certain executive officers 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.
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 November 9, 1999.
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
WHERE YOU CAN FIND MORE INFORMATION......................................................................2
INCORPORATED DOCUMENTS...................................................................................3
THE COMPANY..............................................................................................3
SELLING STOCKHOLDERS.....................................................................................4
USE OF PROCEEDS..........................................................................................4
PLAN OF DISTRIBUTION.....................................................................................4
INTERESTS OF NAMED EXPERTS AND COUNSEL...................................................................5
</TABLE>
WHERE YOU CAN FIND MORE INFORMATION
The Company has filed a Registration Statement on Form S-8 relating to
the Plan (the "Registration Statement") with the Securities and Exchange
Commission (the "SEC") 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 files annual, quarterly and special reports, proxy
statements and other information with the SEC as required by the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). You may read and copy any
reports, statements or other information the Company files at the SEC's Public
Reference Rooms at:
- 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549;
- Seven World Trade Center, 13th Floor, New York, NY 10048; or
- Northwest Atrium Center, 500 West Madison Street, Room 1400,
Chicago, Illinois 60661.
Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Rooms. The Company's filings are also available to the public
from commercial document retrieval services and the SEC website
(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.
2
<PAGE> 5
INCORPORATED DOCUMENTS
The SEC allows the Company to "incorporate by reference" information
into this Prospectus, which means that the Company can disclose important
information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is deemed to be part of this
Prospectus, except for any information superseded by information in this
Prospectus.
The following documents heretofore filed by the Company with the SEC
are incorporated herein by reference and made a part of this Prospectus:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
June 27, 1999;
(2) The Company's Current Report on Form 8-K dated August 2, 1999 which
was filed on August 16, 1999; 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 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
3
<PAGE> 6
Report on Form 10-K for the fiscal year ended June 27, 1999 (which is
incorporated herein by reference).
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.
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
Stockholders 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 Stockholders 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
4
<PAGE> 7
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 Stockholders 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 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.
5
<PAGE> 8
ANNEX I
<TABLE>
<CAPTION>
Shares to be
Shares of Common Beneficially Owned upon
Stock Beneficially Completion of
Owned as of Shares Offering(1)(3)
Relationship to Company September 30, Offered ------------------------
Selling Stockholder During Last Three Years 1999(1) Hereby(2) Number Percent
- ------------------- ----------------------- ------- --------- ------ -------
<S> <C> <C> <C> <C> <C>
Andrew G. Galef Director since 7/84, 1,220,891 0 1,220,891 4.1%
President and Chief
Executive Officer since 5/99
Antonio Canova Executive Vice President 131,644 0 131,644 *
since 10/93
Brian R. Dundon Executive Vice President 378,562 0 378,562 1.3
since 4/98; Senior Vice
President, Motors and
Controls of Century
Electric, Inc. from 11/86
to 4/98
Alexander Levran, Ph.D. Senior Vice President, 134,745 0 134,745 *
Technology since 1/95
David P. Reiland Senior Vice President since 290,008 0 290,008 *
7/96 and Chief Financial
Officer since 7/88
John P. Colling, Jr. Vice President and Treasurer 106,958 0 106,958 *
since 7/80
Thomas R. Kmak Vice President and Controller 59,383 0 59,383 *
since 10/93
Samuel A. Miley Vice President, General 83,141 0 83,141 *
Counsel and Secretary since 2/90
Dennis L. Hatfield Assistant Vice President, 23,946 0 23,946 *
Facilities and Environmental
Affairs since 8/92
</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> 9
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
II-1
<PAGE> 10
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.
II-2
<PAGE> 11
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
II-3
<PAGE> 12
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.
II-4
<PAGE> 13
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
-----------------------------------
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
- -----------------------------------------
Thomas G. Boren
/s/ Dewain K. Cross Director November 5, 1999
- -----------------------------------------
Dewain K. Cross
</TABLE>
II-5
<PAGE> 14
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Paul J. Kofmehl Director November 5, 1999
- -----------------------------------------
Paul J. Kofmehl
/s/ Frederick D. Lawrence Director November 5, 1999
- -----------------------------------------
Frederick D. Lawrence
/s/ Robert E. Wycoff Director November 5, 1999
- -----------------------------------------
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>
II-6
<PAGE> 15
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
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> 1
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 2,000,000 shares of Common
Stock of the Company issuable under the 1999 Stock Incentive 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
<PAGE> 1
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 1999 Stock Incentive 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
