As filed with the Securities and Exchange Commission on November 23, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
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
(513) 793-3200
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1995 STOCK OPTION PLAN
---------------------
Mark A. Weiss, Esq.
Keating, Muething & Klekamp, P.L.L.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6599
(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(1) Per Share Price Fee(3)
- --------------------------------------------------------------------------------
Common Stock 350,000 Shares $22.9375(2) $8,028,125(2) $2,232
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(1) This Registration Statement is filed for up to 350,000 shares issuable upon
exercise of options granted pursuant to the 1995 Stock Option Plan.
(2) Estimated solely for purposes of calculating registration fee.
(3) Registration fee has been calculated pursuant to Rule 457(h).
<PAGE>
The contents of Registration Statement No. 33-64721, filed by LSI
Industries Inc. on December 4, 1995, are incorporated in this Registration
Statement by reference.
Exhibit Index
-------------
4 1995 Stock Option Plan, as amended
5 Opinion of Keating, Muething & Klekamp, P.L.L.
23.1 Consent of Keating, Muething & Klekamp, P.L.L. (contained on Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (contained on the signature page).
<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 November 23, 1999.
LSI INDUSTRIES INC.
BY:/s/ Robert J. Ready
------------------------------------
Robert J. Ready
Chairman of the Board, President
and Chief Executive Officer
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. Each person below whose signature is
preceded by an (*) designate Robert J. Ready or Ronald S. Stowell, or either of
them, his true and lawful attorney and agent, to sign all 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 Capacity Date
--------- -------- ----
/s/ Robert J. Ready
- --------------------------- Chairman of the Board November 23, 1999
*Robert J. Ready of Directors, President
and Chief Executive
Officer (Principal
Executive Officer)
/s/ Ronald S. Stowell
- --------------------------- Vice President, Chief November 23, 1999
*Ronald S. Stowell Financial Officer and
Treasurer (Principal
Financial and
Accounting Officer)
/s/ Michael J. Burke
- --------------------------- Director November 23, 1999
*Michael J. Burke
/s/ Allen L. Davis
- --------------------------- Director November 23, 1999
*Allen L. Davis
/s/ Wilfred T. O'Gara
- --------------------------- Director November 23, 1999
*Wilfred T. O'Gara
/s/ James P. Sferra
- --------------------------- Secretary, Executive November 23, 1999
*James P. Sferra Vice President --
Manufacturing and Director
LSI INDUSTRIES INC.
1995 STOCK OPTION PLAN
ARTICLE 1.
OBJECTIVES
LSI INDUSTRIES INC. ("LSI") has established this Stock Option Plan
effective May 2, 1995, as amended effective on November 13, 1997, as an
incentive to the attraction and retention of dedicated and loyal employees of
outstanding ability, to stimulate the efforts of such persons in meeting the
Company's objectives and to encourage ownership of the Company's Common Stock by
employees.
ARTICLE 2.
DEFINITIONS
2.1 For purposes of the Plan the following terms shall have the definition
which is attributed to them, unless another definition is clearly indicated by a
particular usage and context.
A. "Code" means the Internal Revenue Code of 1986.
B. The "Company" means LSI and any subsidiary of LSI as the term
"subsidiary" is defined in Section 424(f) of the Code.
C. "Date of Exercise" means the date on which the Company has received
a written notice of exercise of an Option, in such form as is acceptable to
the Committee, and full payment of the purchase price.
D. "Date of Grant" means the date on which the Committee makes an
award of an Option.
E. "Eligible Employee" means any individual who performs services for
the Company and is treated as an employee for federal income tax purposes.
F. "Fair Market Value" means the last sale price reported on any stock
exchange or over-the-counter trading system on which Shares are trading on
the last trading day prior to a specified date or, if no last sale price is
reported, the average of the closing bid and asked prices for a Share on
the last trading day prior to any specified date. If no sale has been made
on such prior trading day, then prices on the last preceding day on which
<PAGE>
any such sale shall have been made shall be used in determining Fair Market
Value under either method prescribed in the previous sentence.
G. "Incentive Stock Option" shall have the same meaning as given to
that term by Section 422 of the Code.
H. "Nonqualified Stock Option" means any Option granted under the Plan
which is not considered an Incentive Stock Option.
I. "Option" means the right to purchase a stated number of Shares at a
specified price. The option may be granted to an Eligible Employee subject
to the terms of this Plan, and such other conditions and restrictions as
the Committee deems appropriate. Each Option shall be designated by the
Committee to be either an Incentive Stock Option or a Nonqualified Stock
Option.
J. "Option Price" means the purchase price per Share subject to an
Option and shall be fixed by the Committee, but shall not be less than 100%
of the Fair Market Value of a Share on the Date of Grant in the case of an
Incentive Stock Option.
K. "Permanent and Total Disability" shall mean any medically
determinable physical or mental impairment rendering an individual unable
to engage in any substantial gainful activity, which disability can be
expected to result in death or which has lasted or can be expected to last
for a continuous period of not less than 12 months.
L. "Plan" means this 1995 Stock Option Plan as it may be amended from
time to time.
M. "Share" means one share of the Common Stock, no par value, of the
Company.
ARTICLE 3.
ADMINISTRATION
3.1 The Plan shall be administered by a committee (the "Committee")
designated by the Board of Directors of the Company. The Committee shall be
comprised solely of three or more directors each of whom shall be (i) a
"Non-Employee Director" as defined in Rule 16b-3 of the Securities and Exchange
Act of 1934 (the "Act") and (ii) an "outside director" to the extent required by
Section 162(m) of the Internal Revenue Code ("Section 162(m)") as such Rule and
Section may be amended, superseded or interpreted hereafter. Notwithstanding the
foregoing, to the extent relevant state law now or hereafter permits, the
Committee may be comprised solely of two or more such directors.
<PAGE>
Actions shall be taken by a majority of the Committee.
3.2 Except as specifically limited by the provisions of the Plan, the
Committee in its discretion shall have the authority to:
A. Determine which Eligible Employees shall be granted Options;
B. Determine the number of Shares which may be subject to each Option;
C. Determine the Option Price;
D. Determine the term of each Option;
E. Determine whether each Option is an Incentive Stock Option or
Nonqualified Stock Option;
F. Interpret the provisions of the Plan and decide all questions of
fact arising in its application; and
G. Prescribe such rules and procedures for Plan administration as from
time to time it may deem advisable.
3.3 Any action, decision, interpretation or determination by the Committee
with respect to the application or administration of this Plan shall be final
and binding upon all persons, and need not be uniform with respect to its
determination of recipients, amount, timing, form, terms or provisions of
Options.
3.4 No member of the Committee shall be liable for any action or
determination taken or made in good faith with respect to the Plan or any Option
granted hereunder, and to the extent permitted by law, all members shall be
indemnified by the Company for any liability and expenses which may occur
through any claim or cause of action.
<PAGE>
ARTICLE 4.
SHARES SUBJECT TO PLAN
4.1 The Shares that may be made subject to Options granted under the Plan
shall not exceed 800,000 Shares in the aggregate. Except as provided in Section
4.2, upon lapse or termination of any Option for any reason without being
completely exercised, the Shares which were subject to such Option may again be
subject to other Options.
4.2 The maximum number of Shares with respect to which options may be
granted to any employee during each fiscal year of the Company is 75,000. If an
Option is canceled, it continues to be counted against the maximum number of
Shares for which Options may be granted to an employee. If an Option is
repriced, the transaction is treated as a cancellation of the Option and a grant
of a new Option.
ARTICLE 5.
GRANTING OF OPTIONS
Subject to the terms and conditions of the Plan, the Committee may, from
time to time prior to May 2, 2005, grant Options to Eligible Employees on such
terms and conditions as the Committee may determine. More than one Option may be
granted to the same Eligible Employee.
ARTICLE 6.
TERMS OF OPTIONS
6.1 Subject to specific provisions relating to Incentive Stock Options set
forth in Article 9, each Option shall be for a term of from one to ten years
from the Date of Grant and may not be exercised during the first twelve months
of the term of said Option. Commencing on the first anniversary of the Date of
Grant of an Option, the Option may be exercised for 25% of the total Shares
covered by the Option with an additional 25% of the total Shares covered by the
Option becoming exercisable on each succeeding anniversary until the Option is
exercisable to its full extent. This right of exercise shall be cumulative and
shall be exercisable in whole or in part. The Committee in its sole discretion
may permit particular holders of Options to exercise an Option to a greater
extent than provided herein. The Committee may establish a different exercise
schedule and impose other conditions upon exercise for any particular Option or
groups of Options on the Date of Grant.
6.2 The holder of an Option must remain continuously in the service of the
Company as an employee for a period of at least twelve months; provided,
however, that employment shall be at the pleasure of the Board of Directors or
officers of the Company at such compensation as the Company shall determine.
Nothing contained in this Plan or in any Option granted pursuant to it shall
confer upon any employee any right to continue in the employ of the Company or
to interfere in any way with the right of the Company to terminate employment at
any time. So long as a holder of an Option shall continue to be an employee of
the Company, the Option shall not be affected by any change of the employee's
duties or position.
<PAGE>
ARTICLE 7.
EXERCISE OF OPTIONS
Any person entitled to exercise an Option in whole or in part, may do so by
delivering a written notice of exercise to the Company, attention Corporate
Secretary, at its principal office. The written notice shall specify the number
of Shares for which an Option is being exercised and the grant date of the
option being exercised and shall be accompanied by full payment of the Option
Price for the Shares being purchased.
ARTICLE 8.
PAYMENT OF OPTION PRICE
Payment of the Option Price may be made in cash, by the tender of Shares
owned by the Optionee for at least six months prior to the date of tender, or
both. Shares tendered shall be valued at their Fair Market Value.
ARTICLE 9.
INCENTIVE STOCK OPTIONS AND NONQUALIFIED STOCK OPTIONS
9.1 The Committee in its discretion may designate whether an Option is to
be considered an Incentive Stock Option or a Nonqualified Stock Option. The
Committee may grant both an Incentive Stock Option and a Nonqualified Stock
Option to the same individual. However, where both an Incentive Stock Option and
a Nonqualified Stock Option are awarded at one time, such Options shall be
deemed to have been awarded in separate grants, shall be clearly identified, and
in no event will the exercise of one such Option affect the right to exercise
the other such Option.
9.2 Any option designated by the Committee as an Incentive Stock Option
will be subject to the general provisions applicable to all Options granted
under the Plan. In addition, the Incentive Stock Option shall be subject to the
following specific provisions:
A. At the time the Incentive Stock Option is granted, if the Eligible
Employee owns, directly or indirectly, stock representing more than 10% of
(i) the total combined voting power of all classes of stock of the Company,
or (ii) a corporation that owns 50 percent or more of the total combined
voting power of all classes of stock of the company, then:
(i) The Option Price must equal at least 110% of the Fair Market
Value on the Date of Grant; and
<PAGE>
(ii) The term of the Option shall not be greater than five years
from the Date of Grant.
B. The aggregate Fair Market Value of Shares (determined at the
Effective Date of Grant) with respect to which Incentive Stock Options are
exercisable by an Eligible Employee for the first time during any calendar
year under this Plan or any other plan maintained by the Company shall not
exceed $100,000.
9.3 If any Option is not granted, exercised, or held pursuant to the
provisions noted immediately above, it will be considered to be a Nonqualified
Stock Option to the extent that the grant is in conflict with these
restrictions.
ARTICLE 10.
TRANSFERABILITY OF OPTION
During the lifetime of an Eligible Employee to whom an Option has been
granted, such Option is not transferable voluntarily or by operation of law and
may be exercised only by such individual. Upon the death of an Eligible Employee
to whom an Option has been granted, the Option may be transferred to the
beneficiaries or heirs of the holder of the Option by will or by the laws of
descent and distribution.
ARTICLE 11.
TERMINATION OF OPTIONS
11.1 An Option may be terminated as follows:
A. During the period of continuous employment with the Company, an
Option will be terminated only if it has been fully exercised or it has
expired by its terms.
B. Options shall terminate immediately if employment is terminated for
cause or by voluntary action of the grantee without the consent of the
Company. Cause is defined as including, but not limited to, theft of or
intentional damage to Company property, intentional harm to the Company's
reputation, material breach of the optionee's duty of fidelity to the
Company, excessive use of alcohol, the use of illegal drugs, the commission
of a criminal act, willful violation of Company policies, or trading in
Shares for personal gain based on knowledge of the Company's activities or
results which such information is not available to the general public.
<PAGE>
C. If the grantee of an Option violates any terms of any written
employment, confidentiality or noncompetition agreement between the Company
and that person, all existing Options granted to such person will
terminate. In addition, if at the time of such violation such person has
exercised Options but has not received certificates for the Shares to be
issued, the Company may void the Option and its exercise. Any such actions
by the Company shall be in addition to any other rights or remedies
available to the Company in such circumstances.
D. If an Eligible Employee holding an Option dies or becomes subject
to a Permanent and Total Disability while employed or within three months
after termination of employment for any reason other than cause, such
Option may be exercised, to the extent exercisable on the date of the
occurrence of the event which triggers the operation of this paragraph, at
any time by the estate or guardian of such person or by those persons to
whom the Option may have been transferred by will or by the laws of descent
and distribution until the earlier of (i) the date which is one year after
the date of such death or occurrence of Permanent and Total Disability, or
(ii) the option expiration date set forth in the Option Agreement.
E. If the grantee of a Nonqualified Option who has fifteen years of
service retires after age 55 through a plan of retirement acceptable to the
Company, such Option will become fully vested and may be exercised at any
time within two years after the date of termination of employment, but not
later than the option expiration date set forth in the Option Agreement.
F. In all other cases, upon termination of employment, the
then-exercisable portion of any Option will terminate on the earlier of the
90th day after the date of termination or the option exercise date set
forth in the Option Agreement. The portion not exercisable will terminate
on the date of termination of employment. For purposes of the Plan, a leave
of absence approved by the Company shall not be deemed to be termination of
employment.
11.2 Except as provided in Article 12 hereof, in no event will the
continuation of the term of an Option beyond the date of termination of
employment allow the Eligible Employee, or his beneficiaries or heirs, to accrue
additional rights under the Plan, or to purchase more Shares through the
exercise of an Option than could have been purchased on the day that employment
was terminated. In addition, notwithstanding anything contained herein, no
option may be exercised in any event after the expiration of ten years from the
date of grant of such option.
<PAGE>
ARTICLE 12.
ADJUSTMENTS TO SHARES AND OPTION PRICE
12.1 In the event of changes in the outstanding Common Stock of the Company
as a result of stock dividends, splitups, recapitalizations, combinations of
Shares or exchanges of Shares, the number and class of Shares and price per
share for each Option covered under the Plan and each outstanding Option shall
be correspondingly adjusted by the Committee.
12.2 The Committee shall make appropriate adjustments in the Option Price
to reflect any spin-off of assets, extraordinary dividends or other
distributions to shareholders.
12.3 In the event of the dissolution or liquidation of the Company or any
merger, other than a merger for the purpose of the redomestication of the
Company not involving a change in control, consolidation, exchange or other
transaction in which the Company is not the surviving corporation or in which
the outstanding Shares of the Company are converted into cash, other securities
or other property, each outstanding Option shall automatically become fully
vested and fully exercisable immediately prior to such event. Thereafter the
holder of each such Option shall, upon exercise of the Option, receive, in lieu
of the stock or other securities and property receivable upon exercise of the
Option prior to such transaction, the stock or other securities or property to
which such holder would have been entitled upon consummation of such transaction
if such holder had exercised such Option immediately prior to such transaction.
12.4 All outstanding Options shall become fully vested and immediately
exercisable in full if a change in control of the Company occurs. For purposes
of this Agreement, a "change in control of the Company" shall be deemed to have
occurred if (a) any "person," as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company becomes the
"beneficial owner," as defined in Rule 13d-3 under such Act, directly or
indirectly, of securities of the Company representing 25% or more of the
combined voting power of the Company's then outstanding securities; or (b)
during any period of one year after January 1, 1998, individuals who at the
beginning of such period constitute the Board of Directors and any new director
whose election by the Board or nomination for election by the Company's
shareholders was approved by a vote of at least two-thirds (2/3) of the
Directors then still in office who either were Directors at the beginning of the
period or whose election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof.
<PAGE>
ARTICLE 13.
OPTION AGREEMENTS
13.1 All Options granted under the Plan shall be evidenced by a written
agreement in such form or forms as the Committee in its sole discretion may
determine.
13.2 Each optionee, by acceptance of an Option under this Plan, shall be
deemed to have consented to be bound, on the optionee's own behalf and on behalf
of the optionee's heirs, assigns and legal representatives, by all terms and
conditions of this Plan.
ARTICLE 14.
AMENDMENT OR DISCONTINUANCE OF PLAN
14.1 The Board of Directors of the Company may at any time amend, suspend,
or discontinue the Plan; provided, however, that no amendments by the Board of
Directors of the Company shall, without further approval of the shareholders of
the Company:
A. Change the class of Eligible Employees;
B. Except as provided in Articles 4 and 12 hereof, increase the number
of Shares which may be subject to Options granted under the Plan; or
increase the maximum number of Shares with respect to which Options may be
granted to any Eligible Employee of the Company during any fiscal year.
C. Cause the Plan or any Option granted under the Plan to fail to (i)
qualify for exemption from Section 16(b) of the Act, (ii) be excluded from
the $1 million deduction limitation imposed by Section 162(m), or (iii)
qualify as an "Incentive Stock Option" as defined by Section 422 of the
Internal Revenue Code.
14.2 No amendment or discontinuance of the Plan shall alter or impair any
Option granted under the Plan without the consent of the holder thereof.
ARTICLE 15.
EFFECTIVE DATE
The Plan shall become effective as of May 2, 1995, having been adopted by
the Board of Directors of the Company on such date subject to approval by the
affirmative vote of the holders of a majority of the shares of Common Stock of
the Company voting on the issue, and all Options granted prior to such approval
are expressly conditioned upon such approval being received. If shareholder
approval is not received within 12 months of the effective date, Options granted
pursuant to this Plan shall be null and void.
<PAGE>
ARTICLE 16.
MISCELLANEOUS
16.1 Nothing contained in this Plan or in any action taken by the Board of
Directors or shareholders of the Company shall constitute the granting of an
Option. An Option shall be granted only at such time as a written Option shall
have been executed and delivered to the respective employee and the employee
shall have executed an agreement respecting the Option in conformance with the
provisions of the Plan.
16.2 Certificates for Shares purchased through exercise of Options will be
issued in regular course after exercise of the Option and payment therefor as
called for by the terms of the Option but in no event shall the Company be
obligated to issue certificates more often than once each quarter of each fiscal
year. No persons holding an Option or entitled to exercise an Option granted
under this Plan shall have any rights or privileges of a shareholder of the
Company with respect to any Shares issuable upon exercise of such Option until
certificates representing such Shares shall have been issued and delivered. No
Shares shall be issued and delivered upon exercise of an Option unless and until
the Company, in the opinion of its counsel, has complied with all applicable
registration requirements of the Securities Act of 1933 and any applicable state
securities laws and with any applicable listing requirements of any national
securities exchange on which the Company securities may then be listed as well
as any other requirements of law.
16.3 This Plan shall continue in effect until the expiration of all Options
granted under the Plan unless terminated earlier in accordance with Article 14;
provided, however, that it shall otherwise terminate ten years after the
Effective Date.
[Stationery of Keating, Muething & Klekamp, P.L.L.]
MARK A. WEISS
DIRECT DIAL: 579-6599
FACSIMILE: 579-6956
E-MAIL: [email protected]
November 23, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
This firm serves as general counsel to LSI Industries Inc. (the "Company").
In connection with this opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such documents as we have deemed
necessary or appropriate as a basis for the opinions set forth below including
(1) the Registration Statement on Form S-8 relating to the registration of
350,000 shares of common stock of the Company pursuant to the Company's 1995
Stock Option Plan, as amended to the date hereof (the "Plan"), (2) the Articles
of Incorporation and Code of Regulations of the Company, each as amended to the
date hereof, and (3) resolutions of the Board of Directors of the Company
relating to the approval and amendment of the Plan, issuance of shares of common
stock pursuant to the Plan and the filing of the Registration Statement. 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 350,000 shares of
common stock and that the common stock, when issued and delivered,
will be validly issued, fully paid and non-assessable shares of common
stock of the Company.
<PAGE>
Securities and Exchange Commission
November 23, 1999
Page 2
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.
Sincerely yours,
KEATING, MUETHING & KLEKAMP, P.L.L.
By: /s/Mark A. Weiss
---------------------------------
Mark A. Weiss
Exhibit 23.2
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 13, 1999,
included in LSI Industries Inc.'s Annual Report on Form 10-K for the year ended
June 30, 1999 and to all references to our firm included in this registration
statement.
/s/Arthur Andersen LLP
Cincinnati, Ohio
November 18, 1999
