<PAGE> 1
As filed with the Securities and Exchange Commission on April 3, 1997
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROTECTION ONE, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 93-1063818
(State or Other Jurisdiction of (I.R.S. Employer)
Incorporation or Organization) Identification No.)
6011 BRISTOL PARKWAY
CULVER CITY, CALIFORNIA 90230
(Address of Principal Executive Offices, including Area Code)
1994 STOCK OPTION PLAN, AS AMENDED
(Full Title of Plan)
JAMES M. MACKENZIE, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
6011 BRISTOL PARKWAY
CULVER CITY, CALIFORNIA 90230
(310) 338-6930
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies of communications to:
LAURA A. LOFTIN, ESQ.
MITCHELL, SILBERBERG & KNUPP LLP
11377 WEST OLYMPIC BOULEVARD
LOS ANGELES, CALIFORNIA 90064-1683
(310) 312-2000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 31,000 shares(1) $10.375(2) $ 321,625.00 $ 97.46
$.01 per share
Common Stock, par value 50,000 shares(1) 15.00(3) 750,000.00 227.27
$.01 per share
Common Stock, par value 275,000 shares(1) 9.50(3) 2,612,500.00 791.67
$.01 per share
-------------- ------------- ---------
Total 356,000 shares(1) $3,684,125.00 $1,116.40
===============================================================================================================
</TABLE>
(1) This Registration Statement covers, in addition to the number of shares
of Common Stock stated above, such additional and indeterminate number
of shares as may become issuable pursuant to the anti-dilution
provisions of the above-captioned plan.
(2) Computed pursuant to Rule 457(c) based on the average of the high and
low prices of the Common Stock on March 27, 1997 as reported by the
Nasdaq Stock Market.
(3) Computed pursuant to Rule 457(h) based on the exercise price of
outstanding options.
================================================================================
<PAGE> 2
Pursuant to General Instruction E to Form S-8, this
Registration Statement incorporates by reference the contents of the
Registration Statement on Form S-8 (File No. 33-95702) filed by Protection One,
Inc. with the Securities and Exchange Commission on August 11, 1995.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a corporation has the power to indemnify a director,
officer, employee or agent of the corporation and certain other persons serving
at the request of the corporation in related capacities against amounts paid
and expenses incurred in connection with an action or proceeding to which he is
or is threatened to be made party by reason of such position, if such person
shall have acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful, provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances. The Fifth Restated
Certificate of Incorporation of the Registrant, as amended (the "Certificate of
Incorporation") provides that the Registrant shall indemnify its directors and
officers to the fullest extent permitted the DGCL.
The Certificate of Incorporation also provides, as permitted by Section
102(b) of the DGCL, that no director shall be liable to the Registrant or its
stockholders for monetary damages for breach of his fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant 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 in which the director derived an improper personal benefit.
The By-laws of the Registrant contain provisions to the effect that
each director, officer and employee of the Registrant shall be indemnified by
the Registrant against liabilities and expenses in connection with any legal
proceedings to which he may be made a party or with which he may become
involved or threatened by reason of having been an officer, director or
employee of the company or of any other organization at the request of the
company. The provisions include indemnification with respect to matters
covered by a settlement. Under Delaware law, any such indemnification shall be
made only if the Board determines by a majority vote of a quorum consisting of
disinterested directors (or, if such quorum is not obtainable, or if the Board
of Directors directs, by independent legal counsel) or by stockholders, that
indemnification is proper in the circumstances because the person seeking
indemnification has met the applicable standards of conduct. In addition, it
must be determined that the director, officer or employee acted in good faith
with the reasonable belief that his action was in or not opposed to the best
interests of the company, and, with respect to any criminal action or
proceeding, that he had no reasonable cause to believe his conduct was
unlawful.
The Registrant maintains a directors and officers liability insurance
policy providing for the insurance on behalf of any person who is or was a
director or officer of the Registrant and its subsidiary companies against any
liability incurred by such person in any such capacity or arising out of such
person's status as such. The insurer's limit of liability under the policy is
$5 million in the aggregate for all insured losses. The policy contains
various reporting requirements and is subject to certain exclusions and
limitations.
Pursuant to his employment agreement with the operating subsidiary of
the Company, Mr. George A. Weinstock, the Company's Executive Vice President
and Assistant Secretary, is provided with indemnification in the event that Mr.
Weinstock is made or is threatened to be made a party to any action by reason
of the fact that he is or was a director, officer or employee of such operating
subsidiary and of the Company.
II-1
<PAGE> 4
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
5.1 Opinion of Mitchell, Silberberg & Knupp LLP.
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Mitchell, Silberberg & Knupp LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
</TABLE>
Item 9. Undertakings
The 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, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this 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 and 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 this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if this
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") that are
incorporated by reference in this 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.
(4) If the Registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the
II-2
<PAGE> 5
Registrant includes in the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph (4) and other
information necessary to ensure that all other information in the prospectus is
at least as current as the date of those financial statements. Notwithstanding
the foregoing, with respect to registration statements on Form F-3, a
post-effective amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Rule 3-19 of this
chapter if such financial statements and information are contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this Registration Statement 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Beaverton, State of Oregon on this 31st day of
March, 1997.
PROTECTION ONE, INC.
By: JOHN W. HESSE
------------------------------------
John W. Hesse
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below hereby constitutes and appoints James M. Mackenzie, Jr. and John
W. Hesse, and each of them, the undersigned's true and lawful attorney-in-fact,
each with full power of substitution and resubstitution, for him in any and all
capacities, to sign any and all amendments, including post-effective
amendments, to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
JAMES M. MACKENZIE
President, Chief Executive March 31, 1997
- --------------------------------------- Officer and Director
James M. Mackenzie, Jr.
JOHN W. HESSE
Executive Vice President, March 31, 1997
- --------------------------------------- Chief Financial Officer
John W. Hesse (principal financial officer)
and Secretary
ROBERT M. CHEFITZ Director March 31, 1997
- ---------------------------------------
Robert M. Chefitz
Director
- ---------------------------------------
Ben Enis
JAMES Q. WILSON Director March 31, 1997
- ---------------------------------------
James Q. Wilson
</TABLE>
II-4
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------ ------- ----
<S> <C>
5.1 Opinion of Mitchell, Silberberg & Knupp LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23.1 Consent of Coopers & Lybrand, L.L.P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23.2 Consent of Mitchell, Silberberg & Knupp LLP (included in Exhibit 5.1) . . . . . . . . . . . . . . . .
24.1 Powers of Attorney (included on signature page) . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
<PAGE> 1
EXHIBIT 5.1
LAW OFFICES
MITCHELL, SILBERBERG & KNUPP LLP
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
TRIDENT CENTER
11377 WEST OLYMPIC BOULEVARD
LOS ANGELES, CALIFORNIA 90064-1683
TELEPHONE: (310) 312-2000
FAX: (310) 312-3100
March 31, 1997
Protection One, Inc.
6011 Bristol Parkway
Culver City, California 90230
Re: Registration Statement on Form S-8
Dear Sirs:
You have requested the opinion of this firm with respect to
certain matters in connection with the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by you under the Securities Act of 1933,
as amended (the "Securities Act"), for the purpose of registering the offer and
sale of up to 356,000 authorized but unissued shares (the "Shares") of the
Common Stock, $0.01 par value, of Protection One, Inc. (the "Company") reserved
for issuance upon the exercise of stock options to be granted under the
Company's 1994 Stock Option Plan, as amended (the "Plan").
For the purpose of rendering the opinions contained in this
opinion letter, we have examined copies of:
a. The Registration Statement;
b. The Plan and the related forms of option
agreement;
c. The Company's certificate of incorporation
and bylaws, each as amended to date; and the records of certain
corporate proceedings and actions taken by the directors of the
Company in connection with the offer and sale of the Shares; and
d. Such other corporate records and documents as
we have deemed necessary or appropriate.
In the course of our examinations and investigations, we have assumed the
genuineness of all signatures on all documents and the due execution and
delivery of all documents requiring due execution and delivery for the
effectiveness thereof.
Based upon and subject to the foregoing, and in reliance
thereon, it is our opinion that the issuance of the Shares has been duly
authorized and that the Shares, when issued, delivered and paid for in
accordance with the terms of the Plan and options
<PAGE> 2
Protection One, Inc.
March 31, 1997
Page 2
granted in accordance with the terms thereof, will be legally issued, fully
paid and nonassessable.
We consent to the filing of this opinion letter as an exhibit
to the Registration Statement. Subject to the foregoing sentence, this opinion
letter is delivered solely for your benefit and may not be relied upon by, nor
may a copy be delivered to, any other person without our prior written consent.
In giving our consent, we do not hereby admit that we come within the category
of persons whose consent is required under Section 7 of the Securities Act or
the rules or regulations thereunder. This opinion letter is delivered as of
the date hereof and we assume no obligation to advise you of any change that
may hereafter be brought to our attention.
Very truly yours,
/s/ MITCHELL, SILBERBERG & KNUPP LLP
---------------------------------------
MITCHELL, SILBERBERG & KNUPP LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Protection One, Inc. on Form S-8 (File No. 33- ) of our report which
includes an explanatory paragraph with respect to a change in method of
accounting for certain subscriber account acquisition and transaction costs,
dated December 10, 1996, on our audits of the consolidated financial statements
and financial statement schedule of Protection One, Inc. and Subsidiaries as
of September 30, 1996 and 1995, and for the three years in the period ended
September 30, 1996 included in the Annual Report on Form 10-K for the year
ended September 30, 1996.
Portland, Oregon
April 1, 1997
