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As filed with the Securities and Exchange Commission on January 20, 1997
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Protection One, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 93-1063818
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation or Organization)
6011 Bristol Parkway
Culver City, California 90230
(Address of Principal Executive Offices)
1996 NON-QUALIFIED STOCK OPTION PLAN
(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>
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 25,446 shares $0.05(2) $1,272.30 $100.00
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(1) Estimated solely for the purpose of determining the registration fee.
Pursuant to Rule 457(h), based on the exercise price of options
outstanding under the above-referenced plan.
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</TABLE>
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PART I
Item 1. Plan Information *
Item 2. Registrant Information and Employee Plan Annual Information *
* Information required by Part I to be contained in the section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the "Note" to Part I of
Form S-8.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Protection One, Inc., a Delaware
corporation ("POI" or the "Registrant") (File No. 0-24780), with the Securities
and Exchange Commission (the "Commission") are incorporated herein by reference:
A. POI's Annual Report on Form 10-K for the year ended
September 30, 1996; and
B. The description of POI's Common Stock, par value $.01 per
share, contained in POI's Registration Statement on Form 8-A dated
September 8, 1994.
All documents filed by POI pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or that deregisters all securities then remaining unsold,
are incorporated by reference in this Registration Statement and are a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed incorporated by reference herein shall
be deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein or in any subsequently filed document that 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 hereof.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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.
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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.
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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Exhibit
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4.3 By-laws of Protection One, Inc. ("POI") (incorporated by
reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q
filed by POI and Protection One Alarm Monitoring, Inc. for
the quarter ended March 31, 1996).
5.1 Opinion of Mitchell, Silberberg & Knupp LLP.
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1 The Commission File Number of Protection One, Inc. is 0-24780.
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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).
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 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
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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.
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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
December, 1996.
PROTECTION ONE, INC.
By: /s/ JOHN W. HESSE
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John W. Hesse
Executive Vice President and
Chief Financial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James M. Mackenzie, Jr. and John W.
Hesse, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and re-substitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments to this
registration statement, and to file the same, with all exhibits thereto, and
other documentation 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 or about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
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<S> <C> <C>
/s/ JAMES M. MACKENZIE, JR. President and Chief Executive December 31, 1996
- ----------------------------------- Officer (Principal Executive
James M. Mackenzie, Jr. Officer) and a Director
/s/ JOHN W. HESSE Executive Vice President and Chief December 31, 1996
- ----------------------------------- Financial Officer (Principal
John W. Hesse Financial and Accounting Officer)
/s/ ROBERT M. CHEFITZ Director December 31, 1996
- -----------------------------------
Robert M. Chefitz
/s/ BEN ERNIS Director December 31, 1996
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Ben Enis
/s/ JAMES Q. WILSON Director December 31, 1996
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James Q. Wilson
</TABLE>
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Exhibit Page
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4.3 By-laws of Protection One, Inc. ("POI") (incorporated by
reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q
filed by POI and Protection One Alarm Monitoring, Inc. for the
quarter ended March 31, 1996).
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).
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2 The Commission File Number of Protection One, Inc. is 0-24780.
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EXHIBIT 5.1
[MITCHELL, SILBERBERG & KNUPP LLP LETTERHEAD]
January 17, 1997
Protection One, Inc.
6011 Bristol Parkway
Culver City, California 90230
Re: Registration Statement on Form S-8
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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 25,446 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 granted and to be granted under the
Company's 1996 Non-Qualified Stock Option Plan (the "Option 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 examination 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.
January 17, 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 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,
MITCHELL, SILBERBERG & KNUPP LLP
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Protection One, Inc. and Subsidiaries 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 transition
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 each of the three years
in the period ended September 30, 1996. We also consent to the reference to our
firm under the caption "experts."
COOPERS & LYBRAND L.L.P.
Portland, Oregon
January 17, 1997
