As filed with the Securities and Exchange Commission on April 14, 1997
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
CSL LIGHTING MANUFACTURING, INC.
(Exact Name of Registrant as Specified in Its Charter)
---------------
Delaware 7372 95-4463033
(State or Other (Primary Standard (IRS Employer
Jurisdiction Industrial Identification
of Incorporation or Classification Code Number)
Organization) Number)
27615 Avenue Hopkins, Valencia, CA 91355
(805) 257-4155
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Executive Offices)
-----------
SYLVAN GERBER
Chairman and Chief Executive Officer
CSL Lighting Manufacturing, Inc.
27615 Avenue Hopkins, Valencia, CA 91355
(805) 257-4155
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code of Agent for Service)
-----------
with a copy to:
KENNETH S. ROSE, ESQ.
Morse, Zelnick, Rose & Lander, LLP
450 Park Avenue
New York, New York 10022
(212) 838-5030
(212) 838-9190 (FAX)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
-----------
If any of the 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, as amended (the "Securities Act"), 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
under the Securities Act, please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Title of Each Class of Amount Being Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Offering Price Aggregate Registration Fee
Per Share (1) Offering Price (1)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 1,939,080 $ 0.75 $ 1,454,310 $ 440.60
share, issuable upon conversion
of outstanding Convertible
Notes(2)
- ------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per 625,000 $ 2.00 $ 1,250,000 $ 378.89
share, issuable upon exercise of
outstanding Common Stock
Purchase Warrants(3)
- ------------------------------------------------------------------------------------------------------------------
Totals 2,564,080 $ 2,704,310 $ 819.49
==================================================================================================================
</TABLE>
(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457 under the Securities Act.
(2) Pursuant to Rule 416 of the Securities Act, there are also being registered
hereby such additional indeterminate number of shares of Common Stock as
may become issuable upon conversion or otherwise in respect of the
Convertible Notes.
(3) Pursuant to Rule 416 of the Securities Act, there are also being registered
hereby such additional indeterminate number of shares of Common Stock as
may become issuable pursuant to the anti-dilution provisions of the Common
Stock Purchase Warrants.
-----------
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),
may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 14, 1997
PROSPECTUS
CSL LIGHTING MANUFACTURING, INC.
2,564,080 SHARES OF COMMON STOCK
This Prospectus relates to 2,564,080 shares (the "Shares") of common stock,
$0.01 par value per share, (the "Common Stock") of CSL Lighting Manufacturing ,
Inc., a Delaware corporation (the "Company"), which may be offered from time to
time by and for the account of certain shareholders (the "Selling
Securityholders") of the Company. The Shares covered by this Prospectus are
issuable upon conversion of currently outstanding Convertible Notes of the
Company (the "Debentures") and upon exercise of currently outstanding Common
Stock Purchase Warrants of the Company (the "Warrants").
The Shares offered by this Prospectus may be sold from time to time by the
Selling Securityholders, provided a current registration statement with respect
to such securities is then in effect. The number of shares being offered hereby
that are issuable upon conversion of the Debentures, is presently
indeterminable. For the purposes of this Prospectus, the number of Shares
included with respect to the Debentures is based upon the conversion rate in
effect on the date of this Prospectus. However, the Registration Statement of
which this Prospectus is a part, covers such indeterminable number of Shares as
may become issuable upon exercise of the Debentures. See "Description of
Securities" and "Plan of Distribution."
The distribution of the Shares offered hereby by the Selling
Securityholders may be effected in one or more transactions that may take place
on the over-the-counter market, including ordinary broker's transactions,
privately-negotiated transactions or through sales to one or more dealers for
resale of such securities as principals, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or negotiated
prices. Usual and customary or specifically negotiated brokerage fees or
commissions may be paid by the Selling Securityholders.
The Selling Securityholders and intermediaries through whom such securities
are sold may be deemed "underwriters" within the meaning of the Securities Act
of 1933, as amended (the "Securities Act") with respect to the securities
offered, and any profits realized or commissions received may be deemed
underwriting compensation.
The Company will not receive any of the proceeds from the sale of the
securities by the Selling Securityholders. Expenses of this offering, other than
fees and expenses of counsel to the Selling Securityholders, will be paid by the
Company. See "Plan of Distribution."
The Shares are traded over-the-counter and are quoted through the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") on the
Small Cap Market System under the symbols "CSLX". On April 11, 1997 the last
sales price of the Shares on the NASDAQ Small Cap System was $0.75.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND IMMEDIATE
SUBSTANTIAL DILUTION. SEE "RISK FACTORS" COMMENCING ON PAGE 7."
-------------------------
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<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is April __, 1997
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR BY ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY THE SHARES TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION MAY NOT LAWFULLY BE MADE.
-3-
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational and reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed with the Commission by the Company may be
inspected and copied at the public reference facilities maintained by the
Commission at its principal offices at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices located at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511, and 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of these materials can also be obtained at prescribed rates from the
Public Reference Section of the Commission at its principal offices in
Washington, D.C., set forth above. The Commission also maintains a Website
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding the Company. Additional information with respect to
this offering may be provided in the future by means of supplements or
"stickers" to the Prospectus.
The Company has filed a Registration Statement on Form S-3 (including all
amendments and supplements thereto, the "Registration Statement") with the
Commission under the Securities Act with respect to the Shares offered hereby.
This Prospectus, which forms a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement and the
Exhibits filed therewith, certain parts of which have been omitted in accordance
with the rules and regulations of the Commission. Statements contained herein
concerning the provisions of such documents are not necessarily complete and, in
each instance, reference is made to the Registration Statement or to the copy of
such document filed as an Exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference. Copies of the Registration Statement and the Exhibits thereto
can be obtained upon payment of a fee prescribed by the Commission or may be
inspected free of charge at the public reference facilities and regional offices
referred to above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference: (1) the Company's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1996, filed pursuant to
Section 13 of the Exchange Act, (2) the Company's Proxy Statement dated January
31, 1997 for the 1996 Annual Meeting of Stockholders of the Company filed
pursuant to Section 14 of the Exchange Act, and (4) the description of the
Company's Shares contained in its Registration Statement on Form SB-2 filed with
the Commission on March 1, 1994 (File No. 33-72678).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Shares, shall be deemed to be incorporated by
reference herein and to be part hereof from the respective dates of the filing
of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus
-4-
<PAGE>
and the Registration Statement of which it is a part 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 herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus or the Registration Statement of which it is a part.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or
verbal request of such person, a copy of any or all of the documents
incorporated herein by reference, other than exhibits to such documents.
Requests should be addressed to: Secretary, CSL Lighting Manufacturing, Inc.,
27615 Avenue Hopkins, Valencia, California 91355-3493; telephone number (805)
257-4155.
-5-
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by reference to the more
detailed information appearing elsewhere in this Prospectus and incorporated
herein by reference. Except as otherwise specified, all information in this
Prospectus assumes no conversion of the Debentures. Investors should carefully
consider the information set forth under "Risk Factors" prior to making an
investment in the Common Stock offered hereby.
THE COMPANY
The Company was organized pursuant to the laws of the State of Delaware on
November 16, 1993. Its executive offices are located 27615 Avenue Hopkins,
Valencia, California 91355 and its telephone number is (805) 257-4155.
THE OFFERING
Securities offered hereby(1)..............2,564,080 shares.
Common Stock outstanding after this
Offering(1)...............................12,892,746 shares.
NASDAQ Symbol.............................CSLX
Use of Proceeds...........................None of the proceeds from the sale
of Common Stock offered hereby will
be received by the Company.
Risk Factors..............................An investment in the Securities
offered hereby is speculative and
involves a high degree of risk. This
Prospectus contains forward- looking
information which involves risk and
uncertainties. The Company's actual
results could differ materially from
those anticipated by such
forward-looking information as a
result of various factors, including
those discussed under "Risk Factors"
in this Prospectus. See "Risk
Factors."
- ----------
(1) Includes 1,939,080 shares issuable upon conversion of outstanding
Debentures (at the conversion rate which would be applicable if the
Debentures were converted on April 11, 1997), and 625,000 Shares issuable
upon exercise of Warrants at an exercise price of $2.00 per Share.
-6-
<PAGE>
RISK FACTORS
An investment in the Common Stock offered hereby is speculative and
involves a high degree of risk. In addition to the other information contained
in this Prospectus and incorporated herein by reference, the following risk
factors should be considered carefully in evaluating the Company and its
business before purchasing the Common Stock offered hereby. Prospective
investors should be in a position to risk the loss of their entire investment.
This Prospectus contains forward-looking information as a result of various
factors, including those set forth in the following risk factors and elsewhere
in this Prospectus.
Operating Losses. At December 31, 1996, the Company had an accumulated
deficit of $8,924,000. The Company also experienced approximately $3.2 million
of operating losses during the year ended December 31, 1996. These losses were
generated primarily from lower than expected dollar sales on all product lines,
higher selling expenditures as a percentage of sales due to less dollar volume,
and expenditures relating to the start up of overseas offices. No assurance can
be given that the Company will not continue to incur operating losses.
Limited Liquidity; Operating Losses. On October 15, 1996 the Company
successfully negotiated a new two year line of credit agreement and a three year
equipment term loan with a finance company. This line of credit and term loan
replaced the Company's debt facility with Bank of America The terms of the
Company's new line of credit call for a maximum dollar borrowing of $4,000,000
based on 80% of the Company's eligible accounts receivable and 40% of the
Company's eligible inventory (capped at $1,000,000). The term debt is capped at
$200,000 or 80% of the forced liquidation value of the Company's eligible
equipment. The interest rate for the line of credit and term debt is prime plus
2.75% and prime plus 3%, respectively. The Company believes that its current
borrowing capacity on its new line of credit is approximately $2 million.
Additional Financing Requirements. To date the Company has met its capital
and operating requirements through public sales of equity and through
borrowings. The recent debt offerings have included a "conversion at a discount"
feature which has had an adverse effect on profit and loss. See "Management's
Discussion and Analysis of Financial Condition and Results of Operation -
Liquidity and Capital Resources." in the Form 10-KSB incorporated herein. The
Company's continued operations will depend upon revenues, if any, from
operations and the availability of equity or debt financing. The Company has no
commitments for additional financing. Further, there can be no assurance that
the Company will be able to generate levels of revenues and cash flows
sufficient to fund operations or that the Company will be able to obtain
additional financing on satisfactory terms, if at all, to achieve profitable
operations.
Expansion into New Markets; Need for Additional Financing. The Company
believes that a significant portion of its continued growth and profitability is
dependent upon its ability to successfully market and ship new products for the
energy efficient and Consumer Retail lighting markets domestically and overseas.
The exploitation of these new markets will require working capital in excess of
that which the Company has available. There can be no assurance that the Company
will be able to generate sufficient revenues from its current or proposed
business operations or raise additional monies necessary to achieve its
expansion plan.
-7-
<PAGE>
No Certainty of New Markets or Market Acceptance of New Product Lines. The
Company has recently expanded operations worldwide, revamped its product
offerings and introduced new products for sale to the Specification and the
Consumer Retail lighting markets. Although the Company believes that its
products have been initially accepted by the Specification and the Consumer
Retail lighting markets, there can be no assurance that the Company will be able
to successfully manufacture and sell products for either or both of these
markets in sufficient quantities or at acceptable price levels to operate
profitably.
Highly Competitive Industry. The lighting industry is intensely competitive
with respect to pace, design, quality and reliability. The majority of the
Company's competitors are substantially larger in size and have substantially
greater financial, managerial, technical, marketing and other resources than the
Company.
Risk of International Operations. The Company believes that there are
material risks attendant to its international expansion associated with the
stability, both political and economic, of any particular country. Principal
among those risks are the nationalization or privatization of any industry with
which the Company does business in that such changes tend to impact the time
period in which contractual commitments may be honored; currency crises with
attendant exchange rate turbulence; and sudden changes in interest rates which
generally effect the ability of customers to finance their purchases. To date
the Company has not experienced any material impact as a result of recent
political and economic changes or currency fluctuations internationally,
however, there is no assurance that such factors will not have a material effect
on the Company's business in the future.
Dependence on Third Party Manufacturer's Sales Agencies and Distributors.
The Company is primarily dependent on independent manufacturer's sales agencies
and independent lighting and electrical distributors in selling the Company's
products to retail and commercial end users. Although no single manufacturer's
sales agency or distributor, or affiliated group of manufacturers sales agencies
or distributors, account for more than 5% of the Company's sales, the Company is
required to sustain relationships with approximately 100 manufacturer's sales
agencies worldwide, none of whom are exclusive to the Company and any of whom
could terminate their relationship with the Company at any time. In addition,
manufacturer's sales agencies and distributors typically represent and
distribute competing products. In the event the Company were to lose a
substantial number of its independent distributors or manufacturer's sales
agencies, it could have a material adverse effect on the Company if the Company
were unable to find suitable, experienced replacements. The Company's ability to
expand its operations will depend in significant part on its ability to attract
and retain relationships with qualified manufacturers sales agencies and
independent distributors experienced in the sale of lighting products. There is
no assurance that the Company will be able to engage and retain qualified
manufacturer's sales agencies and independent distributors capable of
successfully marketing the Company's products.
Dependence Upon Key Personnel. The success of the Company's business is
largely dependent upon the active participation of Sylvan Gerber, its Chief
Executive Officer and Chairman of the Board, Scott Searle, its President and
Mark Allen, its Chief Operating Officer. In the event the services of either
Messrs. Gerber, Searle or Allen were lost for any reason whatsoever, the
Company's business operations would be adversely affected.
-8-
<PAGE>
Intellectual Property Rights. All of the Company's products and their
design, as well as the design of the tooling used in the manufacturing of the
Company's products, are proprietary to the Company. Further, the Company has
sought to establish certain proprietary rights with respect to the marks under
which its products and product lines are marketed. Consequently, the business of
the Company is dependent, to a certain extent, on the Company's ability to
establish and protect its intellectual property rights with respect to its
products, designs and trademarks and tradenames under which it does business.
The Company's failure or inability to establish appropriate copyrights,
trademarks and patents or to adequately protect any of its intellectual property
rights may have a material effect on the Company.
Product Obsolescence. The lighting industry has experienced the
introduction of numerous new products in recent years, particularly in the
fields of energy efficient and decorative lighting. As a consequence, the demand
for lighting products is affected by both energy conservation concerns and
changing consumer preferences. Accordingly, there can be no assurance that any
or all of the Company's product lines will be accepted by consumers, or if
accepted, that they will not become obsolete or out of style. In the event that
the marketplace does not accept a significant portion of the Company's products,
the Company's sales could be adversely affected.
Underwriter's Laboratories and Other Testing Laboratories Listing.
Substantially all of the Company's products are approved by Underwriter's
Laboratories Inc. ("UL"), Electrical Testing Laboratories ("ETL"), or the
Canadian Standards Association ("CSA"). These organizations test a wide variety
of consumer and commercial products for compliance with United States and
Canadian recognized safety standards. In the United States, the laws of certain
states prohibit the sale of products that have not obtained and maintained a UL
or ETL listing. Even in those states where the Company is not required by law to
obtain UL or ETL listing, if it is unable to obtain and maintain such UL or ETL
listing on an ongoing basis, its ability to market and sell its products may be
adversely affected.
Product Liability. The manufacture and sale of the Company's products
subjects the Company to the risk of product liability claims. The costs of
defending or settling such claims could have a material adverse effect on the
Company, even if the Company ultimately were to prevail. Although the Company
presently has an aggregate of $12 million in product liability insurance, there
can be no assurance that such insurance can be maintained at an acceptable cost
to the Company or that any damages assessed against the Company will not exceed
its coverage.
Control by Principal Stockholders. At March 31, 1997, the Company's
officers and directors owned approximately 2,275,000 shares of Common Stock
representing approximately 23% of the Company's issued and outstanding Common
Stock and as a result they will be able to elect all of the Company's directors,
and generally control the affairs of the Company.
Potential Environmental Risks. The Company's operations are subject to
federal, state and local regulatory requirements relating to environmental
protection. Although management believes that the Company's operations are in
material compliance with applicable environmental laws and regulations, there
can be no assurance that currently unknown matters,
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<PAGE>
new laws and regulations or stricter interpretations of existing laws and
regulations will not materially affect the Company's future business or
operations.
Issuance of Preferred Stock Barriers to Takeover. The Board of Directors
may issue one or more series of Preferred Stock without any action on the part
of the stockholders of the Company, the existence and/or terms of which may
adversely affect the rights of holders of Common Stock. Further, the issuance of
Preferred Stock may be used as an "anti-takeover" device without further action
on the part of the stockholders. Issuance of Preferred Stock, which may be
accomplished through a public offering or a private placement to parties
favorable to current management, may dilute the voting power of holders of
Common Stock (such as by issuing Preferred Stock with super voting rights) and
may render more difficult the removal of current management, even if such
removal may be in the stockholders' best interest.
Absence of Dividends. The Company does not expect to pay cash or stock
dividends on its Common Stock in the foreseeable future. To the extent the
Company has earnings in the future, it intends to retain such earnings in the
business operations of the Company.
Limitation on Director Liability. As permitted by the Delaware General
Corporation Law ("DGCL"), the Company's Certificate of Incorporation limits the
liability of directors to the Company or its shareholders for monetary damages
for breach of a director's fiduciary duty, except for liability in four specific
instances. These are for (i) any breach of the director's duty of loyalty to the
Company or its shareholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law, (iii) unlawful
payments of dividends or unlawful stock purchases or redemption's as provided in
Section 174 of the Delaware General Corporation Law, or (iv) any transaction
from which the director derived an improper personal benefit. As a result of the
Company's charter provision and the DGCL, shareholders may have more limited
rights to recover against directors for breach of fiduciary duty.
Delaware Anti-Takeover Statute; Issuance of Preferred Stock; Barriers to
Takeover. The Company is a Delaware corporation and is subject to the
prohibitions imposed by Section 203 of the DGCL, which is generally viewed as an
anti-takeover statute. In general, this statute prohibits the Company from
entering into certain business combinations without the approval of its Board of
Directors and, as such, could prohibit or delay mergers or other attempted
takeovers or changes in control with respect to the Company. Such provisions may
discourage attempts to acquire the Company. In addition, the Company's
authorized capital consists of thirty-one million shares of capital stock of
which thirty million shares are designated as Common Stock and one million
shares are designated as Preferred Stock. No class other than the Common Stock
is currently designated and there is no current plan to designate or issue any
such securities. The Board of Directors, without any action by the Company's
shareholders, is authorized to designate and issue shares in such classes or
series (including classes or series of Preferred Stock) as it deems appropriate
and to establish the rights, preferences and privileges of such shares,
including dividends, liquidation and voting rights. The rights of holders of
Preferred Stock and other classes of Common Stock that may be issued, may be
superior to the rights granted to the holders of the existing classes of Common
Stock. Further, the ability of the Board of Directors to designate and issue
such undesignated shares could impede or deter an unsolicited tender offer or
takeover proposal regarding the Company and the issuance of additional shares
having preferential rights could
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<PAGE>
adversely affect the voting power and other rights of holders of Common Stock.
Issuance of Preferred Stock, which may be accomplished through a public offering
or a private placement to parties favorable to current management, may dilute
the voting power of holders of Common Stock (such as by issuing Preferred Stock
with super voting rights) and may render more difficult the removal of current
management, even if such removal may be in the stockholders' best interests. Any
such issuance of Preferred Stock could prevent the holders of Common Stock from
realizing a premium on their shares.
"Penny Stock" Regulations May Impose Certain Restrictions on Marketability
of Securities. The Commission has adopted regulations which generally define
"penny stock" to be any equity security that has a market price (as defined) of
less than $5.00 per share, subject to certain exceptions. If the Securities
offered hereby are removed from listing on NASDAQ at any time following the
Effective Date, the Securities may become subject to rules that impose
additional sales practice requirements on broker-dealers who sell such
Securities to persons other than established customers and accredited investors
(generally, those persons with assets in excess of $1,000,000 or annual income
exceeding $200,000, or $300,000 together with their spouse). For transactions
covered by these rules, the broker-dealer must make a special suitability
determination for the purchase of the Securities and have received the
purchaser's written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
rules require the delivery, prior to the transaction, of a risk disclosure
document mandated by the Commission relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and, if the broker-dealer is the sole market-maker, the broker-dealer
must disclose this fact and the broker-dealer's presumed control over the
market. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to sell the Securities and may affect the
ability of purchasers in this offering to sell the Securities in the secondary
market.
Risks Associated with Forward-Looking Statements Included in this
Prospectus. This Prospectus contains certain forward-looking statements
regarding the plans and objectives of management for future operations. The
forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. The Company's plans and
objectives are based, in part, on assumptions involving the continued expansion
of business. Assumptions relating to the foregoing involve judgments with
respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes that its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance that the forward-looking
statements included in this Prospectus will prove to be accurate. In light of
the significant uncertainties inherent in the forward-looking statements
included herein, particularly in view of the Company's early stage operations,
the inclusion of such information should not be regarded as a representation by
the Company or any other person that the objectives and plans of the Company
will be achieved.
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<PAGE>
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of shares of Common
Stock offered hereby.
MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED SECURITY HOLDER MATTERS
The following table sets forth, for the periods indicated, the high and low
closing prices in the over-the-counter market for the common stock of the
Company, as reported on the National Association of Securities Dealers SmallCap
Market. The Company's stock is traded under the NASDAQ symbol "CSLX". At March
31, 1997 the Company had approximately 2,000 holders of its common stock. The
over-the-counter market quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not necessarily represent actual
transactions.
Calendar 1997 High Low
------------- ---- ---
First Quarter 1 3/8 15/16
Second Quarter 15/16 3/4
(through 4/11/97)
Calendar 1996 High Low
------------- ---- ---
First Quarter 2 1 1/8
Second Quarter 3 7/8 1 7/8
Third Quarter 4 2 1/2
Fourth Quarter
(through 12/16/96) 3 1/6 1 7/16
Calendar 1995 High Low
------------- ---- ---
First Quarter 2 1/2 3/4
Second Quarter 1 1/2 1
Third Quarter 2 1/2 1 1/8
Fourth Quarter 2 3/16 1
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SUMMARY OF BUSINESS
The following is a brief summary of the Company's business. Reference is
made to the information contained in Item 1 of the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1996, and the financial statements
and notes contained therein, for a more thorough presentation of the Company's
business and financial condition. Such report is incorporated herein by
reference.
General
CSL Lighting Manufacturing, Inc., (d.b.a. Creative Systems Lighting) (the
"Company") designs, manufactures and markets mid to high-end lighting fixtures
for both commercial and residential applications on a worldwide basis.
The Company's core business consists of five specific product categories
including recessed down lighting, accent linear lighting systems, surface system
coordinates, low voltage track systems and specification grade outdoor lighting.
Approximately 70% of the Company's products are halogen light sources, which are
smaller, longer lasting and more energy efficient light sources in comparison to
traditional incandescent light sources. The balance of the Company's core
product lines primarily use compact fluorescent, and incandescent lamp sources.
Of the halogen light sources, approximately 70% use "low voltage", which produce
a concentrated, long lasting light, while 30% are "line voltage," which produce
a slightly less concentrated but significantly less expensive light source.
The Company's core products are specified for use in new construction and
in the renovation of commercial and residential properties by architects,
engineers, interior designers and lighting designers (the "Specification
Market"). The Company's products are also sold directly to electrical
distributors, builders and to retail customers through lighting showrooms,
retail specialty stores and Home Centers (the "Consumer Retail Market"). The
Company believes that historically, approximately 70% of the Company's sales
have been made to the Specification Market and 30% to the Consumer Retail
Market.
During 1996, the Company expanded its operations to include a presence in
Asia, Europe and Africa. During 1995 and 1996, the Company successfully
installed a new management team and Board of Directors. This management team has
implemented significant new internal accounting and financial controls and has
restructured the Company's product offerings to achieve maximum penetration of
its target markets, specifically the Specification and the Consumer Retail
Markets. The Company has refocused its product offerings into five specific
product categories resulting in a reduction in SKU's and the inventory necessary
to support these discontinued product lines. The Company's new product offerings
were introduced in January 1996 and delivery commenced during the second and
third quarters of 1996. During the year ended December 31, 1996, the Company
began to realize the benefits of its new policies and procedures through lower
selling expenditures, increased gross profit margins as a percentage of sales
and the establishment of better working relationships with its vendors,
customers and joint venture partners. Further, during 1996, the Company entered
into a number of joint venture and cooperative agreements in Europe, Asia and
Africa in an effort to further its business plan.
-13-
<PAGE>
o In May 1996, the Company entered into a collaboration with SIMES, a large
European manufacturer of specification grade outdoor lighting products.
Under this arrangement, CSL has exclusive rights in the United States to
the SIMES product line which is being marketed and distributed under the
trade name "CSL/SIMES". The Company began shipping these products in the
third quarter of 1996. The Company is also collaborating with SIMES to
distribute certain CSL products in the European and Japanese marketplaces.
o In June and July 1996, the Company opened new offices in Singapore and in
Dong Guan City, China to support the Company's manufacturing, marketing and
sales efforts in those regions. The Dong Guan City office supports the
Company's business in the South China region. The Singapore office supports
the Company's business in Singapore, Thailand, Malaysia and Indonesia. Both
offices include architectural and design facilities.
o In August 1996, the Company opened an architectural lighting application
and design facility in Shanghai, China. The facility, which has been
approved for operations by the Chinese government, provides manufacturing,
marketing and sales functions to support the Company's business development
efforts in mainland China. The Company is presently shipping product into
mainland China. Additionally, the Company has entered into a cooperative
and agency agreement with Xin Hua Electronic Co. Ltd. ("Xin Hua") to
design, manufacture and distribute energy efficient lighting products in
North America, Europe and Asia. Pursuant to this agreement, CSL is Xin
Hua's agent in North America, Europe and South East Asia and Xin Hua is
CSL's agent in mainland China. The two Company's have jointly developed new
energy efficient products which are being offered, along with existing CSL
products, in China under the trade name "CSL Asia." The Company introduced
these energy efficient products worldwide incorporating Xin Hua's
electronic ballast technology beginning in the first quarter of 1997.
o In September 1996, the Company entered a joint venture with General
Technics, S.A. to establish a manufacturing, design and showroom facility
in Casablanca, Morocco. This facility will initially support product
offerings in Africa, Europe and the Middle East. The Company will market
its products under the trade name "Creative Systems Lighting/ MOROCCO."
Product Categories and New Product Offerings
The Company designs, manufactures and markets recessed down lighting,
accent linear lighting systems, surface system coordinates, low voltage track
systems and specification grade outdoor lighting. Approximately 70% of the
Company's product offerings utilize halogen lamps. These light fixtures, which
are generally smaller in size, produce a superior quality and intensity of light
while not sacrificing style and detail for size. The balance of the Company's
products primarily use compact fluorescent and incandescent lamp sources. The
Company markets its lighting products under a variety of proprietary trade names
directly and indirectly to commercial and residential end users for installation
in private residences, office buildings, hotels, restaurants, stores and other
public and private facilities. The Company believes that it has established a
market niche offering performance engineered and task oriented products. The
Company believes that historically, approximately 70% of the Company's sales
have been made to the Specification Market and 30% to the Consumer Retail
Market.
-14-
<PAGE>
Recessed Down Lighting. The Company's most successful product offering has
been its high end low voltage halogen recessed down lighting, "Jewel Light",
featuring a complete line of die cast trims. A trim is that portion of the light
fixture that protrudes from the ceiling. As the market evolved and expanded in
this product category, a substantial market for lesser quality (stamped versus
die cast trims) with reduced price points developed. In January 1996, the
Company introduced its Echo 21 line of low voltage halogen recessed down
lighting with appropriate price points which it commenced the delivery of in
April 1996. Echo 21 specifically addresses the budget oriented market and
complements the Company's higher quality and successful "Jewel Light" line.
Accent Linear Lighting Systems. This product category is dominated by the
Company's Invizilite product. The Invizilite product is a continuous, flexible
light source hidden from view to provide an upward or downward lighting or
"wash" part of a wall with light. Invizilite can be manufactured to use low
voltage halogen, incandescent or xenon bulbs. Traditionally, Invizilite has been
exclusively marketed to the Architectural and Specification market place. In
1996, the Company introduced its third version of Invizilite, "Invizilite 3".
Invizilite 3 utilizes xenon lamps allowing for longer strip lengths between
transformers and increased lamp life. Additionally, the Company has repackaged
its Invizilite product line and introduced it into lighting showrooms and the
Home Center markets in the form of a user friendly kit.
Surface System Coordinates. In 1996, the Company introduced a systems
approach to surface lighting for suspension pendant applications, surface, wall
and ceiling mounted units. Surface system coordinates is a series of light
module holders with a variety of glass shapes, sizes, colors and lamp sources.
The Company also markets it surface system coordinates under tradename "Optica"
and "Versailles."
Low Voltage Track Systems. The Company's "Micro Track" is a low voltage
halogen track system. Micro Track's special construction allows its companion
miniaturized track heads and fixtures to be moved along the track in both
horizontal and vertical configurations.
Specification Grade Outdoor Lighting. This is a new product category for
the Company which is marketed and distributed to the Architectural,
Specification, Lighting Showroom, and Electrical Distributor market places. The
Company acquired this product line through a joint venture with a large European
manufacturer and distributor of outdoor lighting product, SIMES, and has
exclusive rights to the product in the United States. The Company is also
collaborating with SIMES to distribute certain CSL products in the European
marketplace.
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<PAGE>
Manufacturing, Assembly, Design and Tooling
All of the Company's products are designed and tooled by the Company and
are either manufactured directly by the Company or specifically on its behalf.
Approximately 50% of the Company's products are manufactured or assembled in the
United States either at its principal facility in Valencia, California or by
local subcontractors. The balance of the Company's products are manufactured
primarily in China, Taiwan and Europe. The Company assembles approximately 40%
of its lighting products at its Valencia location and the rest of its products
are assembled in the Far East. Additionally, much of the glass used in the
Company's lighting fixtures is made in Venice, Italy, and Vianne, France.
The Company owns all of the designs with respect to its line of products,
most of which were created by employees of the Company on a work-for-hire basis;
i.e., the design automatically becomes the property of the Company upon
creation. In addition, the Company also from time to time will retain outside
independent contractors to design lighting products. The Company owns such
designs and pays the independent designers on a consulting or royalty basis.
Competition
The lighting industry is intensely competitive with respect to price,
design, quality and reliability. Among its competitors are numerous
international, national and regional manufacturers some of which have equivalent
products including Cooper Industries, Inc., Genlyte Group, Juno Lighting, Inc.,
Hubbell, Inc., Thomas Industries and Lithonia. The majority of the Company's
competitors are well established, and have substantially greater financial,
managerial, technical, marketing and other resources than the Company. The
Company competes based upon price, quality and its brand-name recognition.
PLAN OF DISTRIBUTION
The Company will not receive any proceeds from this Offering. The Shares
may be offered by the Selling Shareholders from time to time in transactions in
the over-the-counter market, in negotiated transactions, or a combination of
such methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices relating to prevailing market prices
or at negotiated prices. The Selling Shareholders may effect such transactions
by selling the Shares to or through broker/dealers, and such broker/dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Shareholders and/or the purchasers of the Shares for whom such
broker/dealers may act as agents or to whom they sell as principals, or both
(which compensation as to a particular broker/dealer might be in excess of
customary commissions). The Selling Shareholders and any underwriters, dealers
or agents that may participate in the distribution of the Shares may be deemed
to be "underwriters" under the Securities Act and any profit on the sale of the
Shares by them and any discounts, commissions or concessions received by any
such underwriters, dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act.
At the time a particular offer of the Shares is made, to the extent
required, a Prospectus Supplement will be distributed which will set forth the
number of Shares being offered, the
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<PAGE>
names of the Selling Shareholders, and the terms of the offering, including the
name or names of any underwriters, dealers or agents, the purchase price paid;
by any underwriter for Shares purchased from the Selling Shareholders, any
discounts, commissions or other items constituting compensation received from
the Selling Shareholders and any discounts, commissions or concessions allowed
or reallowed or paid to dealers, and the proposed selling price to the public.
In order to comply with the applicable securities laws of certain states,
if any, the Shares will be offered or sold through registered or licensed
brokers or dealers in those states. In addition, in certain states the Shares
may not be offered or sold unless they have been registered or qualified for
sale in such states or an exemption from such registration or qualification
requirement is available and such offering or sale is in compliance therewith.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of securities may not simultaneously engage in market
making activities with respect to such securities for a period of two business
days prior to the commencement of such distribution. In addition and without
limiting the foregoing, the Selling Shareholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including, without limitation, Rules 10b-2, 10b-5, 10b-6 and 10b-7, in
connection with transactions in the Shares during the effectiveness of the
Registration Statement of which this Prospectus is a part. All of the foregoing
may affect the marketability of the Shares.
The Company will pay all of the expenses, including, but not limited to,
fees and expenses of compliance with state securities or "blue sky" laws,
incident to the registration of the Shares other than underwriting discounts and
selling commissions, and fees or expenses, if any, of counsel or other advisors
retained by the Selling Shareholders. The expenses payable by the Company are
estimated to be $10,000.
-17-
<PAGE>
SELLING SECURITYHOLDERS
The following table shows the names of the Selling Securityholders, the
Shares owned beneficially by each of them, as of March 31, 1997 the number of
Shares that may be offered by each of them pursuant to this Prospectus and the
number of Shares and percentage of outstanding Shares to be owned by each of
them after the completion of this Offering, assuming all of the Shares being
offered are sold. None of the Selling Securityholders were an officer or
director of the Company or, to the knowledge of the Company, had any material
relationship with the Company within the past three years.
<TABLE>
<CAPTION>
Percentage Percentage
Number of Number of Shares Beneficially Beneficially
Shares Number of Beneficially Owned Owned
Beneficially Shares that Owned After the Before the After the
Selling Owned May Be Sold Offering Offering Offering
- -------- ------------ ----------- --------------- ------------ ------------
Securityholder
- --------------
<S> <C> <C> <C> <C> <C>
J'Art 100,000(2) 50,000(1) 50,000 * *
Robert Calman 50,000(3) 25,000(1) 25,000 * *
David Caplan 350,000(4) 200,000(1) 150,000 3.3% 1.5%
Patrick Grady 100,000(5) 50,000(1) 50,000 * *
Ihag Handelsbank** 969,540(6) 969,540(6) 0 8.6% *
Spencer Lehman 100,000(7) 50,000(1) 50,000 * *
Wilbur Marsh 50,000(8) 25,000(1) 25,000 * *
William Masucci 100,000(9) 50,000(1) 50,000 * *
John McAuliffe 100,000(10) 50,000(1) 50,000 * *
Helmut Meister 50,000(11) 25,000(1) 25,000 * *
Mike Smith 150,000(12) 75,000(1) 75,000 1.4% *
Susan Ulf 50,000(13) 25,000(1) 25,000 * *
Winward Island Limited** 969,540(14) 969,540(14) 0 8.6% *
</TABLE>
- -------------------------
* Less than one-percent.
** This Selling Shareholder is acting as agent for certain non-U.S. residents.
1 Represents shares issuable upon exercise of currently outstanding warrants
exercisable at $2.00 per share.
2 Includes 50,000 shares issuable upon exercise of an outstanding Common
Stock Purchase Warrant, exercisable at $2.00 per share.
3 Includes 25,000 shares issuable upon exercise of an outstanding Common
Stock Purchase Warrant, exercisable at $2.00 per share.
4 Includes 200,000 shares issuable upon exercise of an outstanding Common
Stock Purchase Warrant, exercisable at $2.00 per share.
5 Includes 50,000 shares issuable upon exercise of an outstanding Common
Stock Purchase Warrant, exercisable at $2.00 per share.
6 Includes 969,540 shares issuable upon conversion of an outstanding
Debenture, assuming the conversion of an outstanding Debenture, assuming
the conversion rate as of the date of this Prospectus. Also includes such
presently indeterminable number of shares of Common Stock as may be
issuable upon conversion of the Debenture by this Selling Securityholder.
7 Includes 50,000 shares issuable upon exercise of an outstanding Common
Stock Purchase Warrant, exercisable at $2.00 per share.
8 Includes 25,000 shares issuable upon exercise of an outstanding Common
Stock Purchase Warrant, exercisable at $2.00 per share.
9 Includes 50,000 shares issuable upon exercise of an outstanding Common
Stock Purchase Warrant, exercisable at $2.00 per share.
10 Includes 50,000 shares issuable upon exercise of an outstanding Common
Stock Purchase Warrant, exercisable at $2.00 per share.
11 Includes 25,000 shares issuable upon exercise of an outstanding Common
Stock Purchase Warrant, exercisable at $2.00 per share.
12 Includes (i) 75,000 shares issuable upon exercise of outstanding Common
Stock Purchase Warrants, exercisable at $2.00 per share, including 25,000
held by Mr. Smith as custodian for his minor nieces; and (ii) 25,000 shares
held by Mr. Smith as custodian for the same minors. Mr. Smith disclaims
beneficial ownership of the shares held for the benefit of his nieces.
13 Includes 25,000 shares issuable upon exercise of an outstanding Common
Stock Purchase Warrant, exercisable at $2.00 per share.
14 Includes 969,540 shares issuable upon conversion of an outstanding
Debenture, assuming the conversion rate as of the date of this prospectus.
Also includes such presently indeterminable number of shares of Common
Stock as may be issuable upon conversion of the Debenture by this Selling
Securityholder.
-18-
<PAGE>
TRANSFER AGENT
The Transfer Agent and Registrar for the Shares is American Stock Transfer
Company, 40 Wall Street, 46th Floor, New York, New York 10005.
REPORTS TO SHAREHOLDERS
The Company distributes annual reports to its shareholders, including
financial statements examined and reported on by independent auditors, and will
provide such other reports as management may deem necessary or appropriate to
keep shareholders informed of the Company's operations.
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for the
Company by Morse, Zelnick, Rose & Lander, LLP, 450 Park Avenue, New York, New
York 10022-2605.
EXPERTS
The financial statements incorporated by reference in 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. Reference is made to said reports which include
an explanatory paragraph that describes the Company's recurring losses from
operations and retained deficit that raise substantial doubt about the Company's
ability to continue as a going concern discussed in Note 1 to the financial
statements.
-19-
<PAGE>
PROSPECTUS
Table of Contents
.............................................Page
----
Available Information........................
Incorporation of Certain Documents
By Reference...............................
Prospectus Summary...........................
Risk Factors.................................
Use of Proceeds..............................
Market for the Registrant Common Stock and
Related Securityholder Matters.............
Summary of Business
Plan of Distribution.........................
Selling Securityholders......................
Transfer Agent...............................
Reports to Shareholders......................
Legal Matters................................
Experts......................................
=================================================
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<PAGE>
================================================================================
------------
Shares of Common Stock
CSL LIGHTING MANUFACTURING, INC.
_________________, 1997
================================================================================
21
<PAGE>
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses in connection with the issuance and distribution of the shares of
Common Stock being registered hereunder other than underwriting commissions and
expenses, are estimated below.
SEC Registration fee $ 820
-------
Printing expenses 2,000
Accounting fees and expenses 2,000
Legal fees and expenses 5,000
Miscellaneous expenses 180
-------
Total $10,000
- ----- -------
The Selling Securityholders will not pay any of the foregoing expenses in
connection with the Offering.
Item 15. Indemnification of Directors and Officers
Sections 145 of the Delaware General Corporation Law grants to the Company
the power to indemnify the officers and directors of the Company, under certain
circumstances and subject to certain conditions and limitations as stated
therein, against all expenses and liabilities incurred by or imposed upon them
as a result of suits brought against them as such officers and directors if they
act in good faith and in a manner they reasonably believe to be in or not
opposed to the best interests of the Company and, with respect to any criminal
action or proceeding, have no reasonable cause to believe their conduct was
unlawful.
The Company's certificate of incorporation provides as follows:
"NINTH: A director of the corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (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 derived an improper personal
benefit.
TENTH: (a) Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer,
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law, as the same exists or may hereafter
be amended
22
<PAGE>
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights that said law
permitted the Corporation to provide prior to such amendment), 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 therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrator; provided, however, that except as provided in
paragraph (b) hereof, the Corporation shall indemnify and such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred in
this Section shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the General
Corporation Law requires, the payment of such expenses incurred by a director or
officer (in his or her capacity as a director or officer and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.
(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of this
Section is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the General Corporation Law for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Nether the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard or conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
(c) Non-Exclusivity of Rights. The right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusively of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, by-law, agreement, vote of
stockholder or disinterested directors or otherwise.
23
<PAGE>
(d) Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the General Corporation Law."
Reference is made to the form of the Underwriting Agreement, filed as
Exhibit 1.1 hereto, which contains provisions for indemnification of the
Company, its directors, officers, and any controlling persons, by the
Underwriter against certain liabilities for information furnished by the
Underwriter.
Item 27. Exhibits
(a) Exhibits:
Exhibit
No. Description Page
- ------- ----------- ----
4.1 Form of Securities Purchase Agreement, Convertible
Note and Registration Rights Agreement.*
5.1 Opinion of Morse, Zelnick, Rose & Lander, LLP**
23.1 Consent of Arthur Andersen LLP.**
23.2 Consent of Morse, Zelnick, Rose & Lander, LLP
(included in Exhibit 5.1).
24. Power of Attorney**
- ------------------
* This Exhibit was filed as Exhibit 4.1 to the Company's Annual Report on form
10-KSB for year ended December 31, 1996, and is incorporated herein by
reference.
** Filed herewith.
Item 28. Certain Undertakings
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;
(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; and
24
<PAGE>
(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.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 that 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.
(4) To provide to the Underwriters at the closing specified in the
underwriting agreement certificates in such denominations and registered
in such names as required by the Underwriters to permit prompt delivery to
each purchaser.
(5) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
a registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.
(6) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating t
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
B. Insofar as indemnification for liabilities arising under the 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 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 of expenses incurred or paid by a director,
officer of 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.
25
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and authorized this
Registration Statement to be signed on its behalf by the undersigned, in the
City of Valencia, State of California on April 14, 1997.
CSL LIGHTING MANUFACTURING , INC.
By: /s/Sylvan Gerber
--------------------------
Sylvan Gerber
Chairman and Chief
Executive Officer
In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed on April 14, 1997 by the
following persons in the capacities indicated and each of the undersigned
persons, in any capacity, hereby severally constitutes Mark Allen and Kenneth S.
Rose, and each of them singularly, his true and lawful attorney with full power
to them and each of them to sign for him and in his name and in the capacity
indicated below, this Registration Statement and any and all amendments thereto.
Signature Title
--------- -----
/s/ Sylvan Gerber Chairman and Chief Executive
- ----------------------------------- Officer and Director
Sylvan Gerber
/s/ Scott Searle President
- -----------------------------------
Scott Searle
/s/ Mark Allen Vice President, Chief Operating
- ----------------------------------- Officer, Acting Chief Accounting
Mark Allen Officer and Secretary
/s/ Bert Finmark Director
- -----------------------------------
Bert Finmark
/s/ Michael Smith Director
- -----------------------------------
Michael Smith
/s/ Dhananjay Wadaker Director
- -----------------------------------
Dhananjay Wadaker
26
(212) 838-5030
April ___, 1997
CSL Lighting Manufacturing, Inc.
27615 Avenue Hopkins
Valencia, California 91355
Re: Registration Statement on Form S-3
Dear Sirs:
We have acted as counsel to CSL Lighting Manufacturing, Inc., a Delaware
corporation (the "Company") in connection with the preparation of a Registration
Statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "Act"), to register the offering by certain selling stockholders of
2,564,080 shares of Common Stock.
In this regard, we have reviewed the Certificate of Incorporation of the
Company, as amended, resolutions adopted by the Company's Board of Directors,
the Registration Statement and such other reports, documents, statutes and
decisions as we have deemed relevant in rendering this opinion. Based upon the
foregoing, we are of the opinion that:
Each share of Common Stock included in the Registration Statement has
been, or will be when issued as contemplated by the Convertible Notes or Common
Stock Purchase warrants (including payment as provided for therein), duly and
validly authorized for issuance, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this opinion, we do not hereby admit that we
are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the SEC thereunder.
Very truly yours,
/s/
----------------------------------------
Morse, Zelnick, Rose & Lander, LLP
KSR/lmf
[ARTHUR ANDERSON]
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 March 19, 1997
included in CSL Lighting Manufacturing, Inc.'s Form 10-KSB for the year ended
December 31, 1996 and to all references to our Firm included in this
registration statement.
/s/
----------------------------------------
ARTHUR ANDERSEN LLP
Los Angeles, California
April 14, 1997
