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As filed with the Securities and Exchange Commission on July 14, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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LSI INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
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Incorporated under the laws of Ohio I.R.S. Employer I.D. No. 31-0888951
10000 Alliance Road
Cincinnati, Ohio 45242
(513) 793-3200
(Address, including zip code, and
telephone number, including area code,
of registrants principal executive offices)
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Paul V. Muething, Esq.
Keating, Muething & Klekamp
18th Floor, Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6517
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of the proposed sale to the public: From time
to time after the effective date of the Registration Statement pending market
conditions.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.[ ]
If any securities being registered on this form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Shares to Be to Be Aggregate Price Per Unit* Aggregate Offering Price* Registration Fee
Registered Registered
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<S> <C> <C> <C> <C>
Common Stock 475,700 $14.25 $6,778,725 $2,055
===================================================================================================================================
</TABLE>
*Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for
the purpose of calculating the registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
SHALL DETERMINE.
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LSI INDUSTRIES INC.
475,700 shares of Common Stock
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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.
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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 11, 1997, the closing
sales price of the LSI Common stock was $14-5/8.
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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.
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The date of this Prospectus is July , 1997.
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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-_____) 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.
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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.
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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.
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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 informa tion 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.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a list of estimated expenses in connection with the
issuance and distribution of the securities being registered, with the exception
of underwriting discounts and commissions:
Registration Fee...................................$ 2,055
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Printing costs..................................... 500
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Legal fees and expenses............................ 1,500
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Accounting fees and expenses....................... 4,000
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Blue sky fees and expenses......................... 100
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Miscellaneous...................................... 100
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Total.............................................$ 8,255
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All of the above expenses other than the Registration fee are
estimates. All of the above expenses will be borne by LSI pursuant to agreement
upon issuance of the Common Stock offered in this Registration Statement.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Ohio Revised Code, Section 1701.13(E), 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 judgment 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
deemed otherwise by the court. Indemnification is to be made by a majority vote
of a quorum of disinterested directors or the written opinion of independent
counsel or by the shareholders or by the court. The Registrant's Code of
Regulations extends such indemnification.
The Registrant maintains director and officer liability insurance which
provides coverage against certain liabilities.
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ITEM 16. EXHIBITS.
Exhibit No. Description
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5 Opinion re: Legality
23.1 Consent of Independent
Public Accountants
23.2 Consent of Independent
Accountants
23.3 Consent of Counsel
(contained in Exhibit 5)
24 Power of Attorney (contained
on the signature page)
ITEM 17. UNDERTAKINGS.
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 provisions set forth in Item 15 hereof, 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.
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
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set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (i) and (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 with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 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 the time shall be deemed to be the initial bona
fide offering thereof; and
(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.
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 securi ties offering therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on July 14, 1997.
LSI INDUSTRIES INC.
BY: /S/ Robert J. Ready
--------------------------------
Robert J. Ready, Chief Executive
Officer and President
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. The persons whose names appear with an
asterisk (*) below hereby designate Robert J. Ready or Ronald S. Stowell, or
either of them, as attorney-in-fact to sign all amendments including any
post-effective amendments to this Registration Statement as well as any related
registration statement (or amendment thereto) filed pursuant to Rule 462(b)
promulgated under the Securities Act of 1933.
Signature Title Date
--------- ----- ----
/S/ Robert J. Ready Chief Executive Officer, July 14, 1997
- -------------------------------- President and Chairman
Robert J. Ready of the Board of Directors
(Principal Executive
Officer)
/S/ James P. Sferra Executive Vice President, July 14, 1997
- -------------------------------- Secretary and Director
James P. Sferra
/S/ Ronald S. Stowell Chief Financial Officer July 14, 1997
- -------------------------------- and Treasurer
Ronald S. Stowell (Principal Financial
Officer and Principal
Accounting Officer)
/S/ John N. Taylor, Jr. Director July 14, 1997
- --------------------------------
John N. Taylor, Jr.
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Signature Title Date
--------- ----- ----
/S/ Michael J. Burke
- -------------------------------- Assistant Secretary and July 14, 1997
Michael J. Burke Director
/S/ Allen L. Davis Director July 14, 1997
- --------------------------------
Allen L. Davis
/S/ Donald E. Whipple Director July 14, 1997
- --------------------------------
Donald E. Whipple
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EXHIBIT 5
TELECOPIER (513) 579-6457
July 14, 1997
Direct Dial: (513) 579-6560
LSI Industries Inc.
10000 Alliance Road
Cincinnati, Ohio 45242
Gentlemen:
We serve as your General Counsel and are familiar with your Articles
of Incorporation, Code of Regulations and corporate proceedings. On this basis,
we have made an examination as to:
1. The organization of LSI Industries Inc. (the "Corporation");
2. The legal sufficiency of all corporate proceedings of the
Corporation in connection with the authorization and issuance of all presently
outstanding and issued Common stock of the Corporation; and
3. The legal sufficiency of all corporate proceedings taken in
connection with the authorization of the issuance of 475,700 shares of Common
Stock to be included in a Registration Statement on Form S-3 to be filed with
the Securities and Exchange Commission.
Based upon such examination, we are of the opinion that:
1. LSI Industries Inc. is a duly organized and validly existing
corporation under the laws of the State of Ohio;
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LSI Industries Inc.
Page 2
July 14, 1997
2. The corporation has taken all necessary and required corporate
actions in connection with the issuance of 475,700 shares of newly issued common
stock and the aforesaid 475,700 shares of Common Stock are validly authorized,
legally issued, fully paid and nonassessable shares of Common stock of the
Corporation free of any preemptive rights.
We hereby consent to be named in the aforesaid Registration Statement
and the Prospectus part thereof as the attorneys who will pass 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 and
furthermore consent to references made to this firm in the Registration
Statement.
Very truly yours,
KEATING, MUETHING & KLEKAMP, P.L.L.
BY: /s/ Paul V. Muething
-------------------------------
Paul V. Muething
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
August 14, 1996, included in LSI Industries Inc.'s Form 10-K for the year ended
June 30, 1996 and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio
July 14, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
August 18, 1995, appearing on page S-5 of LSI Industries Inc.'s Annual Report on
Form 10-K for the year ended June 30, 1996. We also consent to the reference to
us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Cincinnati, Ohio
July 14, 1997
