As filed with the Securities and Exchange Commission on February 16, 1999
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.
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(Exact name of registrant as specified in its charter)
OHIO 31-0888951
- ------------------------------ -----------------------
State or other jurisdiction of (IRS Employer
ncorporation or organization) Identification Number)
10000 Alliance Road
Cincinnati, Ohio 45242
(513) 793-3200
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(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Paul V. Muething, Esq.
Keating, Muething & Klekamp, P.L.L.
14th 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.
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. [ ]
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Shares to Be to Be Aggregate Price Aggregate Registration
Registered Registered Per Unit* Offering Price* Fee
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Common Stock 357,143 $21.125 $7,544,646 $2,098
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*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.
<PAGE>
LSI INDUSTRIES INC.
357,143 shares of Common Stock
--------------------------------------------
The shareholders of LSI Industries Inc. described below are offering and
selling 357,143 shares of LSI common stock.
The Selling Shareholders obtained their shares of LSI Common Stock on
January 5, 1999 in connection with the acquisition by LSI of Mid-West Chandelier
Company and Fairfax Lighting Co. Former shareholders of these two companies
received both cash and the stock offered under this Prospectus as payment for
such acquisition.
The Selling Shareholders may offer their shares of LSI common stock through
public or private transactions, on or off the United States exchanges, at
prevailing market prices, or at privately negotiated prices.
LSI stock is traded on the Nasdaq National Market under the symbol "LYTS."
On February __, 1999, the closing price of one share of LSI common stock on the
Nasdaq National Market was $____.
--------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
--------------------------------------------
The date of this Prospectus is February __, 1999.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms.
The SEC allows us to "incorporate by reference" the information we file
with them. This Prospectus incorporates important business and financial
information about LSI which is not included in or delivered with this
Prospectus. The information incorporated by reference is an important part of
this prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the Annual Report on Form 10-K for the year ended June 30, 1998, Quarterly
Reports on Form 10-Q for the quarters ended September 30, 1998 and December 31,
1998 and any future filings made with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until we sell all of the
securities. We also incorporate by reference our 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
offered by this Prospectus.
You may obtain a copy of these filings without charge, by writing or
telephoning us at the following address: Ronald S. Stowell Vice President, Chief
Financial Officer and Treasurer LSI Industries Inc. 10000 Alliance Road P.O. Box
42728 Cincinnati, Ohio 45242 (513) 793-3200
You should rely only on the information incorporated by reference or
provided in this Prospectus. We have not authorized anyone else to provide you
with different information. We are not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information in this Prospectus is accurate as of any date other than the date on
the front of those documents. If you would like to request documents from us,
please do so at least five business days before you have to make an investment
decision.
THIS PROSPECTUS AND THE DOCUMENTS "INCORPORATED BY REFERENCE" AS DISCUSSED
UNDER "WHERE YOU CAN FIND MORE INFORMATION" CONTAIN FORWARD-LOOKING STATEMENTS
WITHIN THE MEANING OF FEDERAL SECURITIES LAW. SUCH STATEMENTS CAN BE IDENTIFIED
BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY," "WILL," "EXPECT,"
"ANTICIPATE," "ESTIMATE," "CONTINUE" OR OTHER SIMILAR WORDS. THESE STATEMENTS
DISCUSS FUTURE EXPECTATIONS, CONTAIN PROJECTIONS OF RESULTS OF OPERATIONS OR OF
FINANCIAL CONDITION OR STATE OTHER "FORWARD-LOOKING" INFORMATION. ALTHOUGH
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MANAGEMENT BELIEVES THAT THE EXPECTATIONS REFLECTED IN ITS FORWARD-LOOKING
STATEMENTS ARE BASED ON REASONABLE ASSUMPTIONS, THERE ARE CERTAIN FACTORS SUCH
AS GENERAL ECONOMIC CONDITIONS OR WEATHER CONDITIONS THAT MIGHT CAUSE A
DIFFERENCE BETWEEN ACTUAL RESULTS AND THOSE FORWARD-LOOKING STATEMENTS. WHEN
CONSIDERING SUCH FORWARD-LOOKING STATEMENTS, YOU SHOULD KEEP IN MIND THE RISK
FACTORS AND OTHER CAUTIONARY STATEMENTS IN THIS PROSPECTUS.
THE COMPANY
LSI is an integrated design, manufacturing and imaging company supplying
its own high-quality lighting fixtures and graphics elements for both exterior
and interior applications primarily in North America. LSI's major markets are
the petroleum/convenience store market, the multi-site retail market (including
restaurants, automobile dealerships and national retail accounts) and the
commercial/industrial lighting market. Additionally, LSI produces and markets
menu board systems and is a major supplier of outdoor, indoor and landscape
lighting for the commercial/industrial market.
LSI's executive offices are located at 10000 Alliance Road, P.O. Box 42728,
Cincinnati, Ohio 45242; telephone number (513) 793-3200.
RISK FACTORS
Prospective investors should consider carefully, in addition to the other
information contained in this Prospectus, the following factors in evaluating
the Company and its business before purchasing the shares of common stock
offered hereby.
DEPENDENCE ON THE PETROLEUM/CONVENIENCE STORE MARKET; SIGNIFICANT CUSTOMERS
Approximately 50% of the Company's net sales are concentrated in the
petroleum/convenience store market. Sales to this market segment are dependent
upon the general conditions prevailing in and the profitability of the petroleum
and convenience store industries and general market conditions. LSI's petroleum
market business is subject to reactions by the petroleum industry to world
political events, particularly those in the Middle East, and to the price and
supply of oil. Major disruptions in the petroleum industry generally result in a
curtailment of retail marketing efforts, including expansion and refurbishing of
retail outlets, by the petroleum industry and thereby adversely affect the
Company's business.
In addition, in fiscal 1997 and 1998, LSI made significant sales to one or
two large petroleum companies. No single customer in either year accounted for
more than 10% of LSI's consolidated net sales. There can be no assurance that
such major customers will be replaced as major visual image programs by these
companies are completed. In addition, LSI's operating results fluctuate due to
the unpredictable nature and timing of orders from and shipments to major
customers.
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SEASONALITY
LSI's revenues are affected by the impact of weather on construction and
installation programs and the annual budget cycles of major customers. Because
of these seasonal factors, LSI typically experiences its lowest sales for each
year in the third quarter ending March 31.
COMPETITION
The lighting and graphics industries are highly competitive. LSI encounters
strong competition in all its markets. Competitors include manufacturers of
various sizes, some of which have greater financial and other resources than
does the Company.
INFORMATION SYSTEMS; YEAR 2000
LSI has evaluated the programming code in its existing computer and
software systems as the Year 2000 approaches. The issue with respect to Year
2000 is whether systems will properly recognize date sensitive information when
the year changes to 2000. Systems that do not properly recognize such
information could generate erroneous data or cause complete system failures. LSI
has completed its review of its business systems, office support systems, and
its facilities and equipment with respect to year 2000 programming deficiencies.
No systems or equipment critical to the operation of the business has been
identified as having a year 2000 deficiency. The review has extended to major
suppliers and customers, and this element of the review is expected to be
completed by September 30, 1999. LSI has not to date developed contingency plans
related to its major suppliers but will develop such plans, if necessary, based
on the results of LSI's review of its major suppliers. Although LSI does not
expect to incur material costs to modify or replace any of its affected systems,
there can be no such assurance. Although, with respect to its suppliers and
customers, LSI does not expect to encounter material delays or expenses, there
can be no such assurance.
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SELLING SHAREHOLDERS
The 357,143 shares of common stock offered under this Prospectus are being
offered by the Selling Shareholders named below. The Selling Shareholders
received their shares in connection with the acquisition of Mid-West Chandelier
Company and Fairfax Lighting Co. by LSI. LSI presently has 10,055,035 shares of
its common stock outstanding.
Shares Owned Shares Owned
Before Offering After Offering
---------------------- ---------------------
Percentage Percentage
of LSI of LSI
Common Stock Shares Common Stock
Name No. Outstanding Offered No. Outstanding
- ------------------ ------- ------------ ------- ----- -----------
Jeffrey Lefkovitz 44,890 *% 44,890 0 0%
Keili Lefkovitz 14,914 * 14,914 0 0
Sidney Lefkovitz 38,326 * 38,326 0 0
Thomas Lefkovitz 221,277 2.2 221,277 0 0
Beverly Pasternack 7,974 * 7,974 0 0
Douglas Pasternack 29,762 * 29,762 0 0
- ------------------
*Less than 1%
Under certain circumstances, shares acquired by gift, pledge or assignment
from the shares owned by the Selling Shareholders may also be sold under this
Prospectus by the donee, pledgee or assignee.
USE OF PROCEEDS
LSI will not receive any proceeds from the shares being sold in this
offering.
PLAN OF DISTRIBUTION
As it agreed to do, LSI is registering the shares offered hereby on behalf
of the Selling Shareholders. LSI has been advised by the Selling Shareholders
that they may sell or transfer all or a portion of the shares offered hereby
from time to time to third parties directly or by or through brokers, dealers,
agents or underwriters, who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Shareholders and/or from
purchasers of the shares for whom they may act as agent. However, the Selling
Shareholders have advised LSI that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their securities, nor is there an underwriter or coordinating broker
acting in connection with the proposed sales or transfers of shares by the
Selling Shareholders. Such sales and transfers of the shares may be effected
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<PAGE>
from time to time in one or more transactions on the Nasdaq National Market, in
the over-the-counter market, in negotiated transactions or otherwise, at a fixed
price or prices which may be changed, at market prices prevailing at the time of
sale, at negotiated prices, or without consideration through put or call options
transactions relating to the shares, through short sales of shares or a
combination of such methods of sale, or by any other legally available means.
The term, "Selling Shareholders" includes donees, pledgees and assignees in
interest selling shares from the named Selling Shareholders after the date of
this Prospectus. Any or all of the shares may be sold or transferred from time
to time by the Selling Shareholders by means of (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) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
(d) through the writing of options on the shares; (e) pledges as collateral to
secure loans, credit or other financing arrangements and any subsequent
foreclosure, if any, thereunder; (f) gifts, donations and contributions; and (g)
any other legally available means. The aggregate net proceeds to the Selling
Shareholders from the sale of the shares will be the purchase price of such
shares less any commissions.
In order to comply with the securities laws of certain states, if
applicable, the shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Selling Shareholders and any brokers, dealers, agents or underwriters
that participate in the distribution of the shares may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, in
which event any discounts, concessions and commissions received by such brokers,
dealers, agents or underwriters and any profit on the resale of the shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Because the Selling Shareholders may be deemed to be
an "underwriter" within the meaning of Section 2(11) of the Securities Act, the
Selling Shareholder will be subject to the prospectus delivery requirements of
the Securities Act, which may include delivery through the facilities of the
Nasdaq National Market. Additionally, the anti-manipulative provisions of
Regulation M promulgated under the Exchange Act may apply to sales by the
Selling Shareholders.
No underwriter, broker, dealer or agent has been engaged by LSI or the
Selling Shareholders in connection with the distribution of the shares.
Any shares covered by this Prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. There is no assurance that the Selling Shareholders
will sell any of the shares offered hereby. The Selling Shareholders may
transfer, devise or gift shares by other means not described herein.
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<PAGE>
LSI will pay all of the expenses incident to the registration of the
shares, other than underwriting discounts and selling commissions, if any.
The Selling Shareholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of shares
against certain liabilities, including liabilities under the Securities Act.
A supplement to this Prospectus will be filed if LSI is notified by the
Selling Shareholders that a donee or pledgee intends to sell more than 500
shares.
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 33,575 shares of LSI Industries Inc. Common Stock.
EXPERTS
The Consolidated Annual Financial Statements of the Company as of June 30,
1997 and June 30, 1998, and for each of the three years in the period ended June
30, 1998 incorporated by reference into this Prospectus and elsewhere in the
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.
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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<PAGE>
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 ....................... $ 2,098
Printing costs.......................... 500
Legal fees and expenses................. 2,500
Accounting fees and expenses............ 2,500
Blue sky fees and expenses.............. 500
Miscellaneous........................... 1,902
-------
Total................................... $10,000
All of the above expenses other than the Registration Fee are estimates.
All of the above expenses will be borne by LSI Industries Inc.
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.
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<PAGE>
ITEM 16. EXHIBITS.
Exhibit No. Description
- ------------- ---------------------------------------------------------------
5 Opinion of Keating, Muething & Klekamp, P.L.L.
23.1 Consent of Arthur Andersen LLP
23.2 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 Securities Act of 1933 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
Securities Act of 1933 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 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,
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<PAGE>
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;
(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; and
(4) 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 hereby, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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<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-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 February 16, 1999.
LSI INDUSTRIES INC.
BY: /s/Robert J. Ready
--------------------------
Robert J. Ready
Chairman of the Board 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
- ------------------------ Chairman of the Board of February 16, 1999
*Robert J. Ready Directors and President
(Principal Executive Officer)
/s/Ronald S. Stowell
- ------------------------ Vice President, Chief Financial February 16, 1999
*Ronald S. Stowell Officer and Treasurer
(Principal Financial and
Accounting Officer)
/s/Michael J. Burke
- ----------------------- Director February 16, 1999
*Michael J. Burke
- ----------------------- Director February 16, 1999
*Allen L. Davis
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/s/Wilfred T. O'Gara
- ----------------------- Director February 16, 1999
*Wilfred T. O'Gara
/s/James P. Sferra
- ----------------------- Secretary, Executive Vice February 16, 1999
*James P. Sferra President -- Manufacturing
and Director
/s/John N. Taylor, Jr.
- ----------------------- Director February 16, 1999
*John N. Taylor, Jr.
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TELECOPIER (513) 579-6956
February 16, 1999
Direct Dial: (513) 579-6517
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.;
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 357,143 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;
<PAGE>
LSI Industries Inc.
Page 2
February 16, 1999
2. LSI Industries Inc. has taken all necessary and required corporate
actions in connection with the issuance of 357,143 shares of newly issued Common
Stock and the aforesaid 357,143 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
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made a part of this
registration statement.
Arthur Andersen LLP
Cincinnati, Ohio
February 16, 1999
