As filed with the Securities and Exchange Commission on December 4, 1995.
Registration No. 33-__________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________________
Incorporated LSI INDUSTRIES INC. I.R.S. Employer
Under the Laws 10000 Alliance Road Identification No.
of Ohio CINCINNATI, OHIO 45242 31-0888951
_____________________________________
1995 DIRECTORS' STOCK OPTION PLAN
_____________________________________
Gary P. Kreider, Esq.
Keating, Muething & Klekamp
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
_____________________________________
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered Per Share Price Fee
_________________ __________ _________ _________ ____________
Common Stock, 75,000* $15.25** $1,143,750** $395.00***
No par value Shares
* This Registration Statement is filed for up to 75,000 shares
issuable upon exercise of options granted pursuant to the
1995 Directors' Stock Option Plan.
** Estimated solely for purposes of calculating registration
fee.
*** Registration fee has been calculated pursuant to Rule 457(h)
based on the average of the high and low prices of the
Common Stock quoted on the Nasdaq Stock Market on
November 28, 1995 of $15.25 per share.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by LSI Industries Inc. (the
"Company") with the Securities and Exchange Commission are
incorporated herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1995.
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995.
3. The description of the Company's Common Stock contained
in the Registration Statement on Form 8-A filed on
April 11, 1985 under the Securities Act of 1934.
All reports and other documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all Common Stock offered has been
sold or which deregisters all Common Stock then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock offered hereby will be
passed upon for the Company by Keating, Muething & Klekamp, 1800
Provident Tower, One East Fourth Street, Cincinnati, Ohio 45202.
Michael J. Burke, a Director and Assistant Secretary of the
Company, is a partner of Keating, Muething & Klekamp. Attorneys
of Keating, Muething & Klekamp own 33,575 shares of the Company's
Common Stock.
<PAGE>
Item 6. Indemnification of Directors and Officers
Section 1701.13(E) of the Ohio General Corporation Law
allows indemnification by the Registrant to any person made or
threatened to be made a party to any proceedings, other than a
proceeding by or in the right of the Registrant, by reason of the
fact that he is or was a director, officer, employee or agent of
the Registrant, against expenses, including judgments and fines,
if he acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of the Registrant and
with respect to criminal actions, in which he had no reasonable
cause to believe that his conduct was unlawful. Similar
provisions apply to actions brought by or in the right of the
Registrant, except that no indemnification shall be made in such
cases when the person shall have been adjudged to be liable for
negligence or misconduct to the Registrant, unless the court
determines that in view of all the circumstances, such person if
fairly and reasonably entitled to indemnity for such expenses.
The right to indemnification is mandatory in the case of a
director or officer who is successful on the merits or otherwise.
Permissive indemnification is to be made by a court of competent
jurisdiction, the majority vote of a quorum of disinterested
directors, the written opinion of independent counsel or by the
shareholders.
The Registrant's Code of Regulations provides that the
Company shall indemnify such persons to the fullest extent
permitted by law.
The Registrant maintains director and officer liability
insurance which provides coverage against certain liabilities.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits*
4.1 1995 Directors' Stock Option Plan.
5 Opinion of Keating, Muething & Klekamp.
23.1 Consent of Keating, Muething & Klekamp (contained on
Exhibit 5).
23.2 Consent of Price Waterhouse LLP.
24 Power of Attorney (contained on the signature page).
________________
* All exhibits filed herewith.
<PAGE>
Item 9 Undertakings
9.1 The undersigned Registrant hereby undertakes 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 this
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
this Registration Statement and (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 (i) and (ii) shall not apply
if the information required to be included in a post-effective
amendment is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
9.2 The undersigned Registrant hereby undertakes 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.
9.3 The undersigned Registrant hereby undertakes 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.
9.4 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 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 that time shall be deemed to be the initial
bona fide offering thereof.
<PAGE>
9.5 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.
<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
Cincinnati, Ohio, on December 4, 1995.
LSI INDUSTRIES INC.
By:/s/Robert J. Ready
__________________________
Robert J. Ready
President and Chairman of
the Board
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Capacity Date
_________ ________ ____
/s/Robert J. Ready President and December 4, 1995
______________________ Chairman of the
Robert J. Ready Board of Directors
(Principal Executive
Officer)
/s/James P. Sferra Executive Vice December 4, 1995
______________________ President and
James P. Sferra* Director
/s/Ronald S. Stowell Chief Financial December 4, 1995
______________________ Officer and Treasurer
Ronald S. Stowell (Principal Financial
Officer and Principal
Accounting Officer)
/s/Donald E. Whipple President, LSI December 4, 1995
______________________ Lighting Systems and
Donald E. Whipple* Insight Graphic
Systems, Secretary
and Director
/s/John N. Taylor, Jr. Director December 4, 1995
______________________
John N. Taylor, Jr.*
/s/Michael J. Burke Assistant Secretary December 4, 1995
______________________ and Director
Michael J. Burke*
/s/Allen L. Davis Director December 4, 1995
______________________
Allen L. Davis*
<PAGE>
EXHIBIT INDEX
_____________
Exhibit No. Description Page
___________ ______________________________ _______
4.1 1995 Directors' Stock Option Filed
Plan herewith
5 Opinion of Keating, Muething & Filed
Klekamp herewith
24.1 Consent of Price Waterhouse LLP Filed
herewith
24.2 Consent of Keating, Muething & Included in
Klekamp Exhibit 5
<PAGE>
EXHIBIT 5
FACSIMILE (513) 579-6956
December 4, 1995
Direct Dial: (513) 579-6411
LSI Industries Inc.
10000 Alliance Road
Cincinnati, Ohio 45242
Dear Sir or Madam:
We serve as general counsel to LSI Industries Inc. (the
"Company") and are familiar with its Articles of Incorporation,
Code of Regulations and corporate proceedings generally. We have
reviewed the corporate records as to the establishment of the
Company's 1995 Stock Option Plan which calls for the issuance of
up to 450,000 shares of Common Stock to employees upon their
exercise of options that may be granted to them. Based upon such
examination and considerations, we are of the opinion:
1. That the Company is a duly organized and validly
existing corporation under the laws of the State of Ohio; and
2. That the Company has taken all necessary and required
corporate actions in connection with the proposed issuance of
450,000 shares of Common Stock and that Common Stock, when issued
and delivered, will be validly issued, fully paid and
non-assessable shares of Common Stock of the Company.
We hereby consent to be named in the Registration Statement
and the Prospectus part thereof as the attorneys who have passed
upon legal matters in connection with the issuance of the
aforesaid Common Stock and to the filing of this opinion as an
exhibit to the Registration Statement.
Yours truly,
KEATING, MUETHING & KLEKAMP
BY:__________________________
Gary P. Kreider
slh
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated August 18,
1995 appearing on page S-4 of LSI Industries Inc.'s Annual Report
on Form 10-K for the year ended June 30, 1995.
Price Waterhouse LLP
Cincinnati, Ohio
December 4, 1995
<PAGE>
EXHIBIT 4.1
LSI INDUSTRIES INC.
1995 DIRECTORS' STOCK OPTION PLAN
The purpose of the 1995 Directors' Stock Option Plan is to
advance the interests of LSI Industries Inc. and its shareholders
by affording non-employee members of the Company's Board of
Directors an opportunity to increase their proprietary interest
in the Company by the grant of options to them under the terms
set forth herein. The Company believes that this Plan will give
an incentive to these members of the Board to increase revenues
and profits and otherwise serve to align their interest with
shareholders.
1. Effective Date of the Plan. This Plan shall become
effective May 2, 1995, having been adopted by the Board of
Directors on such date, subject to approval by the affirmative
vote of the holders of the majority of the shares of Common Stock
of the Company voting on the issue at the next Annual
Shareholders' Meeting. All options granted prior to such
approval are conditioned upon such approval being received. If
shareholder approval is not received within twelve months of the
Effective Date, options granted pursuant to this Plan shall be
null and void.
2. Shares Subject to the Plan. The shares to be issued
upon the exercise of the options granted under the Plan shall be
shares of Common Stock, no par value, of the Company. Either
treasury or authorized and unissued shares of Common Stock, or
both, as the Board of Directors shall from time to time
determine, may be so issued. Shares of Common Stock which are
the subject of any lapsed, expired or terminated options may be
made available for reoffering under the Plan.
Subject to the provisions of Section 4 hereof, the aggregate
number of shares of Common Stock for which options may be granted
under the Plan shall be 50,000.
3. Administration. The Plan shall be administered by a
committee appointed in accordance with Article III, Section 6 of
the Amended Code of Regulations and consisting of three or more
directors which directors may also be eligible to participate in
the Plan.
Subject to the express provisions of the Plan, the Committee
shall have the authority to establish the terms and conditions of
such option agreements, consistent with this Plan. Such
agreements need not be uniform.
<PAGE>
4. Adjustments to Common Stock and Option Price.
4.1 In the event of changes in the outstanding Common
Stock of the Company as a result of stock dividends, split-
ups, recapitalizations, combinations or exchanges, the
number and class of shares of Common Stock authorized to be
the subject of options under this Plan and the number and
class of shares of Common Stock and Option Price for each
option which is outstanding under this Plan shall be corre-
spondingly adjusted by the Committee.
4.2 The Committee shall make appropriate adjustments
in the Option Price to reflect any spin-off of assets,
extraordinary dividends or other distributions to
shareholders.
4.3 In the event of the dissolution or liquidation of
the Company or any merger, consolidation, combination or
other transaction in which the Company is not the surviving
corporation or in which the outstanding shares of Common
Stock of the Company are converted into cash, other
securities or other property, each outstanding option issued
hereunder shall terminate as of a date fixed by the
Committee provided that not less than 20 days' written
notice of the date of expiration shall be given to each
holder of an option.
5. Eligible Directors; Grant of Options. An Eligible
Director shall be each director of the Company, now serving as a
director or elected hereafter, who is not also an employee of the
Company.
Each Eligible Director shall be granted an option to
purchase 1,000 shares of Common Stock on the first business day
after each Annual Shareholders' Meeting. Such grant shall
continue until the number of shares provided for in this Plan in
Section 2 are exhausted.
In recognition of their service to the Company to date, the
following directors shall also be granted options for the shares
set forth opposite their names on adoption of this Plan on May 2,
1995:
Michael J. Burke 10,000 shares
Allen L. Davis 10,000 shares
John N. Taylor 3,000 shares
6. Price. The purchase price of the shares of Common
Stock which may be acquired pursuant to the exercise of any
option granted pursuant to the Plan shall be the last closing
sale price reported immediately prior to the date of grant
("Option Price").
<PAGE>
7. Period of Option. The term of each option shall be ten
years from the date of grant.
8. Exercise of Options. An option may be exercised by an
Eligible Director as to all or part of the shares covered thereby
by giving written notice to the Company at its principal office,
directed to the attention of its Secretary, accompanied by
payment of the Option Price in full for shares being purchased.
The payment of the Option Price shall be either in cash or,
subject to any conditions set forth in the option agreement, by
delivery of shares of Common Stock of the Company having a fair
market value equal to the purchase price on the date of exercise
of the option, or by any combination of cash and such shares.
Payment may also be made by instruction from the Optionee to
withhold from the shares of Common Stock issuable upon exercise
of the option that number of shares of Common Stock which have a
fair market value, measured by the last closing sale price
reported immediately prior to the date of exercise, equal to the
option price for the option or portion thereof being exercised.
Unless there is in effect at the time of exercise a
registration statement under the Securities Act of 1933
permitting the resale to the public of shares acquired under the
Plan, the holder of the option shall, except to the extent
determined by the Committee that such is not required, (i)
represent and warrant in writing to the Company that the shares
acquired are being acquired for investment and not with a view to
the distribution thereof, (ii) acknowledge that the shares
acquired may not be sold unless registered for sale under said
Act or pursuant to an exemption from such registration, and (iii)
agree that the certificates evidencing such shares shall bear a
legend to the effect of clauses (i) and (ii).
9. Nontransferability of Options. No option granted under
the Plan shall be transferable otherwise than by will or by the
laws of descent and distribution, and an option may be exercised
during the lifetime of the holder only by him.
10. Death or Disability of an Optionee. If an optionee
shall cease to be an Eligible Director on account of disability
or death, an option theretofore granted to such Eligible Director
may be exercised by the optionee or, in the case of death, by the
legal representative of the estate of the deceased option holder
or by the person or persons to whom such Eligible Director's
rights under the option shall pass by will or the laws of descent
and distribution, at any time within one year from the date the
optionee ceased to be an Eligible Director but only during the
option period. "Disability" shall have the meaning ascribed to
it in Section 105(d)(4) of the Internal Revenue Code of 1986, as
amended.
11. Rights as a Stockholder. The holder of an option shall
not have of the rights of a stockholder of the Company with
respect to the shares subject to an option until a certificate or
certificates for such shares shall have been issued upon the
exercise of the option.
12. Amendment and Termination.
12.1 This Plan shall terminate ten years after its
effective date and thereafter no options shall be granted
hereunder. All options outstanding at the time of termina-
tion of the Plan shall continue in full force and effect in
accordance with and subject to the terms and conditions of
the Plan. The Board of Directors of the Company at any time
prior to that date may terminate the Plan or make such
amendments to it as the Board of Directors shall deem
advisable; provided, however, that except as provided in
Section 4, the Board of Directors may not, without
shareholder approval, increase the maximum number of shares
as to which options may be granted under the Plan, change
the class of persons eligible to receive options under the
Plan or change the number of options to be granted to each
eligible person under the Plan. No termination or amendment
of the Plan may, without the consent of the holder of an
option then existing, terminate his option or materially and
adversely affect his rights under such option.
12.2 This Plan may not be amended more than once every
six months other than to conform with changes in the
Internal Revenue Code, the Employee Retirement Income
Security Act, or the rules thereunder.
13. Automatic Termination of Option. Notwithstanding
anything contained herein to the contrary, if at any time a
holder of an option granted under this Plan becomes an employee,
officer or director of or a consultant to an entity which the
Committee determines is a competitor of the Company, such option
shall automatically terminate as of the date such conflicting
relationship was established.
