As filed with the Securities and Exchange Commission on February 10, 2000
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
----------------------
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 CONSOLIDATED THRIFT SAVINGS PLAN FOR HOURLY EMPLOYEES
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)
---------------------------------
COPIES OF ALL COMMUNICATIONS TO:
Steven D. Weinstein, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
1
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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
- ------------------------------------------------------------------------------------------------
Common Stock, 100,000 shares $20.125 $2,012,500 $531.30
par value $.01
================================================================================================
</TABLE>
(1) Includes 100,000 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 February 8, 2000.
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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2
<PAGE>
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
Consolidated Thrift Savings Plan for Hourly Employees, 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.
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.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
II-1
<PAGE>
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.
II-2
<PAGE>
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 Certifi-
cate 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;
II-3
<PAGE>
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.
II-4
<PAGE>
SIGNATURES
THE REGISTRANT
- --------------
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 February 9, 2000
THE GENLYTE GROUP INCORPORATED
By: /S/ LARRY POWERS
---------------------------------------------
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.
SIGNATURES TITLE DATE
---------- ----- ----
/S/ AVRUM I. DRAZIN Chairman of the Board February 9, 2000
- ----------------------------- of Directoers
Avrum I. Drazin
/S/ LARRY POWERS President and Chief February 9, 2000
- ----------------------------- Executive Officer,
Larry Powers Director (Principal
Executive Officer)
/S/ WILLIAM G. FERKO Vice President-Finance, February 9, 2000
- ---------------------------- Chief Financial
William G. Ferko Officer and Treasurer
(Principal Financial
Officer and Principal
Accounting Officer)
II-5
<PAGE>
SIGNATURES TITLE DATE
---------- ----- ----
/S/ DAVID M ENGELMAN Director February 9, 2000
- ----------------------------
David M. Engelman
/S/ FRED HELLER Director February 9, 2000
- ----------------------------
Fred Heller
/S/ FRANK METZGER Director February 9, 2000
- ----------------------------
Frank Metzger
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
February 9, 2000.
GENLYTE THOMAS CONSOLIDATED THRIFT SAVINGS PLAN
FOR HOURLY EMPLOYEES
By: /s/ WILLIAM G. FERKO
-------------------------------------------
Name: William G. Ferko
Title: Pension and Benefits Committee Member
II-6
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description Location
- ------ ----------- --------
4(a)
Restated Certificate of Incorporation Incorporated by reference to
of the Company 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 reference to
Company's Restated Certificate of Exhibit 3(a) to the Company's
Incorporation Annual Report on Form 10-K for
the fiscal year ended December
31, 1992
4(c) Amended and Restated Bylaws of the Incorporated by reference to
Company 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 Incorporated by reference to
September 13, 1999, between the Exhibit 4.1 to the Company's
Company and The Bank of New York, Registration Statement on
as Rights Agent 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
II-7
<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
February 10, 2000
II-8
