<PAGE> 1
Registration No. 333-31239
filed pursuant to Rule 424(b)(3)
- 1 -
LSI INDUSTRIES INC.
475,700 shares of Common Stock
-----------------------------------------------------
This Prospectus relates to 475,700 shares of common stock (the "Common
Stock"), without par value, of LSI Industries Inc., an Ohio corporation ("LSI"
or the "Company"). The shares are being offered for sale by Dennis J. Grady and
David W. McCauley (collectively, the "Selling Shareholders") who acquired the
475,700 shares in connection with an acquisition by LSI of the assets of Grady,
McCauley Incorporated on June 30, 1997.
-----------------------------------------------------
The Common Stock may be offered to the public from time to time by the
Selling Shareholders. See "The Selling Shareholders." The Company will receive
none of the proceeds from the sale of the Common Stock by the Selling
Shareholders but will pay certain of the expenses of this offering. The Selling
Shareholders will bear certain costs of this offering, including the commissions
and discounts of any underwriters, dealers and agents and the legal expenses of
the Selling Shareholders. The Common Stock may be sold directly or through
underwriters, dealers or agents in market transactions or privately-negotiated
transactions. See "Plan of Distribution." The LSI Common stock is traded in the
Nasdaq National Market under the symbol "LYTS." On July 21, 1997, the closing
sales price of the LSI Common stock was $14-7/8.
-----------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE 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 July 22, 1997.
<PAGE> 2
- 2 -
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission, 450 Fifth Street N.W.,
Washington, D.C. 20549 and at the Regional Offices of the Commission at 7 World
Trade Center, Suite 1300, New York, New York; and at Northwestern Atrium, 500
West Madison Street, Suite 1400, Chicago, Illinois. Copies of such material can
be obtained at prescribed rates from the Public Reference Section of the
Commission at the address set forth above. In addition, material filed by the
Company can be obtained and inspected at the offices of The Nasdaq Stock Market,
Inc., 9513 Key West Avenue, Rockville, Maryland, 20850, on which the Company's
common stock is quoted. The Company files its reports, proxy statements and
other information with the Commission electronically, and the Commission
maintains a Web site located at http://www.sec.gov containing such reports,
proxy statements and other information.
This Prospectus constitutes a part of a Registration Statement on Form
S-3 (Number 333-31239) filed by the Company with the Commission under the
Securities Act of 1933. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the shares offered hereby. Any
statements contained herein concerning the provisions of any documents are
complete in all material respects, and, in each instance, reference is made to
such copy filed as an exhibit to the Registration Statement or otherwise filed
with the Commission. Each such statement is qualified in its entirety by such
reference.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated into this Prospectus by reference:
(1) Annual Report on Form 10-K for the fiscal year ended June 30, 1996.
(2) Quarterly Reports on Form 10-Q for the quarters ended September 30,
1996, December 31, 1996 as amended on Form 10-Q/A and March 31, 1997.
(3) Registration Statement on Form 8-A filed on April 11, 1985, registering
the Company's Common stock under Section 12 of the Exchange Act, which
describes the class of securities being registered hereunder.
<PAGE> 3
- 3 -
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Prospectus
and prior to the termination of the offering of the shares offered hereby, shall
be deemed to be incorporated by reference into this Prospectus and to be part
hereof.
Statements contained in the documents incorporated by reference shall
be deemed to be modified and superseded to the extent that statements contained
herein modify or supersede such statements.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (NOT INCLUDING EXHIBITS
TO THE INFORMATION THAT IS INCORPORATED BY REFERENCE UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION THAT THE PROSPECTUS
INCORPORATES) ARE AVAILABLE UPON WRITTEN OR ORAL REQUEST, WITHOUT CHARGE, FROM
RONALD S. STOWELL, CHIEF FINANCIAL OFFICER AND TREASURER OF THE COMPANY, 10000
ALLIANCE ROAD, CINCINNATI, OHIO 45242, PHONE (513) 793-3200.
THE COMPANY
LSI designs, engineers, manufactures and markets a broad array of
quality, high-value lighting and graphics products for commercial/industrial
lighting applications and corporate visual image programs. The Company's two
core business segments are the Commercial/Industrial Lighting Group and the
Image Group. The Commercial/Industrial Lighting Group is a major supplier of
outdoor, indoor and landscape lighting for the commercial/industrial market. The
products of the Image Group comprise the major visual image elements for the
petroleum/convenience store market and for multi-site retail operations. LSI
integrates its lighting and graphics capabilities in order to provide the major
indoor and outdoor aspects of a retail customer's comprehensive image
identification program.
The Company utilizes its lighting and graphics expertise and its
nationwide service capabilities to uniquely position itself as a single-source
provider of state-of-the-art lighting and graphics for image conscious
retailers. To enhance its competitive position, the Company utilizes its Image
Center which allows customers to create a "virtual" prototype of their
facilities after an LSI lighting and graphics re-imaging program. The Company is
the leading provider of lighting products and services to the
petroleum/convenience store industry and has effectively used this leadership
position to market its graphics expertise to customers in this industry. The
Company continues to use this strategy to penetrate other national retailers
with multi-site operations, including quick service and casual restaurants,
video rental and eyewear chains, retail chain stores and automobile dealerships.
LSI was incorporated under the laws of the State of Ohio. Its executive
offices are located at 10000 Alliance Road, Cincinnati, Ohio 45242; telephone
number (513) 793-3200.
<PAGE> 4
- 4 -
SELLING SHAREHOLDERS
The 475,700 shares offered pursuant to this Prospectus are being sold
by the Selling Shareholders, all of which are being offered for sale hereby. The
Selling Shareholders own no other shares of LSI Common stock and if all shares
offered hereby are sold, they will own no LSI Common stock upon the completion
of this offering.
On June 30, 1997, LSI purchased substantially all of the assets of
Grady, McCauley Incorporated for cash and the shares of LSI Common Stock offered
hereby. The assets purchased are utilized in the graphics printing business.
USE OF PROCEEDS
The Company will not receive any proceeds from the shares being sold in
this offering.
PLAN OF DISTRIBUTION
The Common Stock may be sold from time to time directly by the Selling
Shareholders. Alternatively, the Selling Shareholders may from time to time
offer the Common Stock through underwriters, dealers or agents. The distribution
of the Common Stock by the Selling Shareholders may be effected from time to
time in one or more transactions that may take place on the over-the-counter
market including ordinary broker's transactions, privately-negotiated
transactions or through sales to one or more broker/dealers for resale of such
securities as principals, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. Usual
and customary or specifically negotiated brokerage fees or commissions may be
paid by these holders in connection with such sales.
The Company will pay certain expenses incident to the offering and sale
of the Common Stock to the public. The Company will not pay for, among other
expenses, commissions and discounts of underwriters, dealers or agents or the
fees and expenses of counsel for the Selling Shareholders.
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed upon for
LSI by Keating, Muething & Klekamp, P.L.L., Cincinnati, Ohio, of which Michael
J. Burke, a Director of the Company, is a partner. Members of that firm
beneficially own 15,575 shares of LSI Common stock.
<PAGE> 5
- 5 -
EXPERTS
The consolidated financial statements and schedules of the Company as
of and for the year ended June 30, 1996 incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto included therein and incorporated herein by
reference upon the authority of said firm as experts in accounting and auditing
in giving said report. The consolidated financial statements of the Company for
the years ended June 30, 1995 and 1994 incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the year ended June
30, 1996 have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
accounting and auditing.
MISCELLANEOUS
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securities other than the
registered securities to which it relates or an offer to sell or a solicitation
of an offer to buy such securities in any jurisdiction to any person to whom it
is unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of LSI since the date hereof or that the information herein is correct
as of any time subsequent to its date.
