As filed with the Securities and Exchange Commission on December 22, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE GENLYTE GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 22-2584333
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4360 Brownsboro Road
Louisville, Kentucky 40207
(Address of principal executive offices) (Zip code)
GENLYTE THOMAS RETIREMENT SAVINGS AND INVESTMENT PLAN
AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2000
(Full title of the plan)
Daniel Fuller, Esq.
The Genlyte Group Incorporated
4360 Brownsboro Road
Louisville, Kentucky 40207
(502) 893-4600
(Name and address, and telephone number,
including area code, of agent for service)
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Copies of all communications to:
Steven D. Weinstein, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering Registration
to be registered registered(1) per share(2) price(2) Fee
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<S> <C>
Common Stock, 350,000 shares $20.375 $7,131,250 $1,882.65
par value $.01
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</TABLE>
(1) Includes 350,000 preferred stock purchase rights attached to each share
of common stock pursuant to the Rights Agreement, dated as of September
13, 1999, between the Registrant and The Bank of New York, as Rights
Agent.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 on the basis
of the average of the high and low sale prices of the Common Stock on
the Nasdaq National Market on December 15, 1999.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
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The following documents filed with the Securities and Exchange
Commission (the "Commission") by The Genlyte Group, a Delaware corporation (the
"Company" or the "Registrant"), Commission file no. 0-16960, or the Genlyte
Thomas Retirement Savings and Investment Plan, Amended and Restated Effective as
of January 1, 2000 (the "Plan"), are incorporated herein by reference:
(1) The Company's Annual Report filed on Form 10-K for
the fiscal year ended December 31, 1998.
(2) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1999.
(3) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1999.
(4) The Company's Current Report on Form 8-K dated
September 13, 1999.
(5) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1999.
(6) The description of the Company's common stock, par
value $.01, contained in the Company's Registration
Statement filed on Form 10, filed on May 26, 1988, as
amended by Amendment No. 1 on Form 8 filed on July
15, 1986, Amendment No. 2 on Form 8 filed on July 20,
1988 and Amendment No. 3 on Form 8 dated August 2,
1986, respectively.
(7) The Plan's Annual Report filed on Form 11-K for the
fiscal year ended December 31, 1998.
All documents subsequently filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all remaining securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing such documents. Any statement in a
document incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for the
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference in this Registration Statement modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
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Not applicable.
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Item 5. Interest of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Article FOURTEENTH of the Company's Amended and Restated Certificate of
Incorporation, as amended ("Article FOURTEENTH"), provides that the Company
shall indemnify and hold harmless, to the fullest extent authorized by the
Delaware General Corporation Law, its officers and directors against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection with any civil,
criminal, administrative or investigative action, suit or proceeding. Article
FOURTEENTH also extends such indemnification to those serving at the request of
the Company as directors, officers, employees or agents of other enterprises,
including employee benefit plans.
In addition, Article FOURTEENTH provides that no director shall be
personally liable for any breach of fiduciary duty, except for liability (i) for
a breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts of intentional misconduct, (iii) under Section 174 of the Delaware
General Corporation Law for unlawful declarations of dividends or unlawful stock
purchases or redemptions, or (iv) for any transactions from which the director
derived an improper personal benefit.
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify its directors and officers against expenses (including
attorney's fees), judgments, fines and amounts paid in settlements actually and
reasonably incurred by them in connection with any action, suit or proceeding
brought by third parties, if such directors or officers acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reason to believe their conduct was unlawful. In a derivative
action, i.e., one by or in the right of the corporation, indemnification may be
made only for expenses actually and reasonably incurred by directors and
officers in connection with the defense or settlement of an action or suit, and
only with respect to a matter as to which they shall have acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interest of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant officers or directors are
reasonably entitled to indemnity for such expenses despite such adjudication of
liability.
Section 102(b)(7) of the Delaware General Corporation Law provides that
a corporation may eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision becomes effective.
Item 7. Exemption from Registration Claimed.
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Not applicable.
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Item 8. Exhibits.
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Exhibit Number Description
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4(a) Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3(b) to the
Company's Amendment No. 3 on Form 8, filed on August
3, 1988, to the Company's Registration Statement on
Form 10 filed on May 26, 1988.
4(b) Certificate of Amendment to the Company's Restated
Certificate of Incorporation (incorporated by
reference to Exhibit 3(a) to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1992).
4(c) Amended and Restated Bylaws of the Company
(incorporated by reference to Exhibit 3(c) to the
Company's Amendment No. 3 on Form 8, filed on August
3, 1988, to the Company Registration Statement on
Form 10 filed on May 26, 1988).
4(d) Rights Agreement, dated as of September 13, 1999,
between the Company and The Bank of New York, as
Rights Agent (incorporated by reference to Exhibit
4.1 to the Company's Registration Statement on Form
8-A filed on September 15, 1999).
23 Consent of Arthur Andersen LLP
24 Powers of Attorney (included on Page II-5)
The Company will submit or has submitted the Plan to the Internal Revenue
Service (the "IRS") in a timely manner, and has made or will make all changes
required by the IRS in order to qualify the Plan.
Item 9. Undertakings.
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(a) 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, the changes in volume and price represent no more than
20 percent 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;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
The Registrant
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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 the City of Louisville, State of Kentucky, on December 15, 1999.
THE GENLYTE GROUP INCORPORATED
By: /s/ Larry Powers
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Name: Larry Powers
Title: President and Chief Executive Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Larry Powers and William G. Ferko, and each of
them, his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, without the other, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 of The Genlyte Group Incorporated, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as full to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or either of them, or
their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Signatures Title Date
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<S> <C> <C>
/s/ Avrum I. Drazin Chairman of the Board of Directors December 15, 1999
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Avrum I. Drazin
/s/ Larry Powers President and Chief Executive December 15, 1999
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Larry Powers Officer, Director
(Principal Executive Officer)
/s/ William G. Ferko Vice President-Finance, Chief December 15, 1999
- ----------------------------------------- Financial Officer and Treasurer
William G. Ferko (Principal Financial Officer
and Principal Accounting Officer)
</TABLE>
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Signatures Title Date
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<S> <C> <C>
/s/ David M. Engelman Director December 15, 1999
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David M. Engelman
/s/ Fred Heller Director December 15, 1999
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Fred Heller
/s Frank Metzger Director December 15, 1999
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Frank Metzger
</TABLE>
The Plan
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Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Louisville, State of
Kentucky, on December __, 1999.
GENLYTE RETIREMENT SAVINGS AND INVESTMENT PLAN
By: /s/ William G. Ferko
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Name: William G. Ferko
Title: Pension and Benefits Committee Member
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Location
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4(a) Restated Certificate of Incorporation Incorporated by
of the Company reference to Exhibit
3(b) to the Company's
Amendment No. 3 on Form
8, filed on August 3,
1988, to the Company's
Registration Statement
on Form 10 filed on May
26, 1988
4(b) Certificate of Amendment to the Incorporated by
Company's Restated Certificate of reference to Exhibit
Incorporation 3(a) to the Company's
Annual Report on Form
10-K for the fiscal year
ended December 31, 1992
4(c) Amended and Restated Bylaws of the Incorporated by
Company reference to Exhibit
3(c) to the Company's
Amendment No. 3 on Form
8, filed on August 3,
1988, to the Company's
Registration Statement
on Form 10 filed on May
26, 1988
4(d) Rights Agreement, dated as of September Incorporated by
13, 1999, between the Company and The reference to Exhibit 4.1
Bank of New York, as Rights Agent to the Company's
Registration Statement
on Form 8- A filed with
the Commission on
September 15, 1999
23 Consent of Arthur Andersen LLP Page II-8
24 Powers of Attorney Included on Page II-5
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<PAGE>
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 February 10, 1999
included in The Genlyte Group's Form 10-K for the year ended December 31, 1998
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Louisville, Kentucky
December 10, 1999
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