UNITED STATES
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.)
600 CORPORATE POINTE, 12TH FLOOR, CULVER CITY, CALIFORNIA 90230
(Address of principal executive offices including Zip Code)
1997 LONG TERM INCENTIVE PLAN
(Full title of the plan)
JOHN E. MACK III
CHIEF EXECUTIVE OFFICER
600 CORPORATE POINTE, 12TH FLOOR, CULVER CITY, CALIFORNIA 90230
(310)342-6322
(Names, addresses and telephone numbers, including area code, of agents for
service)
Copies of communications to:
CYNTHIA S. COUCH
818 SOUTH KANSAS AVENUE, TOPEKA, KANSAS 66612
(785)575-1617
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share (1) Offering Price Fee
- --------------------------------------------------------------------------------
Common Stock, 4,200,000 $1.5 $6,300,000 $1,663.20
$.01 Par Value
(1) Estimated solely for purpose of calculating the registration fee based upon
the average of the high and low prices for the issuer's common stock reported on
the New York Stock Exchange Composite Transactions on February 7, 2000 of $1.5
per share.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Protection One, Inc. (the "Company") hereby incorporates by reference the
following documents previously filed with the Securities and Exchange
Commission:
(a) The Company's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1998. In addition, the Form 10-K/A should be read in
connection with the Company's September 30, 1999 Form 10-Q, which discloses
significant subsequent events including a current impairment evaluation for
customer accounts and liquidity.
(b) The Company's Quarterly Reports filed on Form 10-Q for the
periods ending March 31, 1999, June 30, 1999, and September 30, 1999.
(c) The Company's Current Reports on Form 8-K dated January 26,
1999, February 1, 1999, March 25, 1999, April 1, 1999, July 2, 1999, August 12,
1999, August 13, 1999, August 26, 1999, September 3, 1999, September 30, 1999,
October 5, 1999, October 12, 1999, November 1, 1999, November 16, 1999, December
3, 1999, December 20, 1999, January 18, 2000, January 26, 2000, and February 1,
2000.
(d) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A dated September 8, 1994 filed
pursuant to Section 12(b) of the Exchange Act and declared effective on
September 29, 1994 (including any amendment or report filed for the purpose of
updating such description).
(e) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Company's
annual report referenced in (a) above.
All documents subsequently filed by the Company or the Plan pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereunder have
been sold or which de-registers all securities then remaining unsold, shall be
deemed to have been incorporated herein by reference, and to be a part hereof
from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The statements as to matters of law and legal conclusions set forth in
this registration
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statement and in the documents incorporated by reference herein have been
reviewed by Renee T. Kingsley, Esq., Vice President, Legal Services of
Registrant and are set forth or incorporated by reference herein in reliance
upon the opinion of Ms. Kingsley. At February 10, 2000, Ms. Kingsley owned
directly or beneficially 575 shares of Common Stock and 45,000 stock options
exercisable for Common Stock.
The financial statements and schedules included in or incorporated by
reference in this Registration Statement to the extent and for the periods
indicated in their reports have been audited by Arthur Andersen LLP, independent
public accountants, and are included herein in reliance upon the authority of
said firm as experts in giving said reports.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify any person who is a party
or is threatened to be made a party to any action, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation. The power to indemnify also
applies to a person who is serves at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. Pursuant to the General Corporation Law of
the State of Delaware, the corporation may indemnify a person against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation. With respect to any criminal action, a
person must have no reasonable cause to believe the person's conduct was
unlawful. In the case of actions brought by or in the right of the corporation,
no indemnification shall be made to a person if the person has been adjudged to
be liable to the corporation, unless and only to the extent that the court in
which the action was brought determines upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses which
the court deems proper.
The Fifth Restated Certificate of Incorporation, as amended, ("Certificate
of Incorporation") provides 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 from which the director derived an improper personal benefit.
This provision is specifically authorized by Section 102(b)(7) of the General
Corporation Law of the State of Delaware.
The Bylaws of the Registrant, as amended, (the "Bylaws") provide that the
Registrant shall indemnify and hold harmless its directors and officers to the
fullest extent permitted by applicable law. The Bylaws 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 the person may be made a party or with which
the person may become involved or threatened by reason of having been an officer
or director of the company or by serving at the request of the corporation as a
director, officer, employee or agent of any other organization.
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
<PAGE>
or arising out of such person's status as such. The policy contains various
reporting requirements and is subject to certain exclusions and limitations.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith, or incorporated herein by
reference:
EXHIBIT NO. EXHIBIT
5 Legal opinion and consent of Renee T. Kingsley, Esq.
23.1 Legal opinion and consent of Renee T. Kingsley, Esq.
23.2 Consent of Arthur Andersen LLP, filed herewith.
24 Power of Attorney (included on signature page to
registration statement).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales of the securities
registered hereby are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of 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.
(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 the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 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 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.
<PAGE>
(4) 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 herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(5) 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 the 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Protection One,
Inc., 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, thereunder
duly authorized, in the City of Culver City, State of California on the 14th day
of February, 2000.
PROTECTION ONE, INC.
By: /s/ JOHN E. MACK III
John E. Mack III
Chief Executive Officer
Each person whose signature appears below appoints below appoints John E. Mack
III, Annette M. Beck and Anthony D. Somma and each of them, any of whom may act
without the joinder of the other, as his or her true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities to sign
any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or 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 below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/S/ JOHN E. MACK III Chief Executive Officer; February 14, 2000
John E. Mack III Director (Principal Executive
Officer)
/S/ ANTHONY D. SOMMA Chief Financial Officer; February 14, 2000
Anthony D. Somma Director (Principal Financial
and Accounting Officer)
/S/ ANNETTE M. BECK President and Chief Operating February 14, 2000
Annette M. Beck Officer; Director
/S/ HOWARD A. CHRISTENSEN Director February 14, 2000
Howard A. Christensen
/S/ JOHN B. DICUS Director February 14, 2000
John B. Dicus
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/S/ MARIA DE LOURDES DUKE Director February 14, 2000
Maria de Lourdes Duke
/S/ BEN M. ENIS Director February 14, 2000
Ben M. Enis
/S/ DONALD A. JOHNSTON Director February 14, 2000
Donald A. Johnston
/S/ CARL M. KOUPAL, JR. Director February 14, 2000
Carl M. Koupal, Jr.
/S/ DOUGLAS T. LAKE Director February 14, 2000
Douglas T. Lake
/S/ JOHN C. NETTELS, JR. Director February 14, 2000
John C. Nettels, Jr.
/S/ JOHN H. ROBINSON, JR. Director February 14, 2000
John H. Robinson, Jr.
/S/ JAMES Q. WILSON Director February 14, 2000
James Q. Wilson
<PAGE>
EXHIBIT LIST
EXHIBIT NO. EXHIBIT
5 Legal Opinion and consent of Renee T. Kingsley, Esq.
23.1 Legal Opinion and consent of Renee T. Kingsley, Esq.
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included in signature page to
registration statement)
Exhibit 5
Exhibit 23.1
February 9, 2000
Protection One, Inc.
600 Corporate Pointe, 12th Floor
Culver City, California 90230
Dear Sirs:
As Vice President, Legal Services of Protection One, Inc. (the "Company"),
and in connection with the filing of a Registration Statement on Form S-8 with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, (the "Registration Statement") for the purpose of registering 4,200,000
shares of common stock, par value $.01 of the Company (the "Common Stock") to be
issued under the Protection One, Inc. 1997 Long Term Incentive Plan (the
"Plan"), I have examined the Restated Articles of Incorporation and Bylaws of
the Company, the Plan, and such other documents of the Company as I have deemed
necessary or appropriate for the purposes of my opinion expressed herein.
Based upon and subject to the foregoing, it is my opinion that: (1) the
issuance of the Common Stock has been duly authorized; (2) the Common Stock,
when issued, delivered and paid for in accordance with the terms of the Plan
and options granted in accordance with the terms thereof, will be legally
issued, validly outstanding, fully paid, and non assessable; and (3) the
holders thereof will be entitled to the rights and privileges appertaining
thereto, as set forth in the Company's Restated Articles of Incorporation, as
amended.
I hereby consent to the filing of a copy of this opinion as an exhibit
to said Registration Statement. I also consent to the use of my name and the
making of the statements with respect to myself in the Registration Statement
constituting a part thereof.
Very truly yours,
/S/ RENEE T. KINGSLEY
Renee T. Kingsley
Vice President, Legal
Services
ARTHUR ANDERSEN LLP
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of Protection One, Inc. to
issue 4,200,000 shares of common stock, $.01 par value, for the 1997 Long Term
Incentive Plan, of our reports dated January 19, 1999 (except with respect to
the matters discussed in Note 2(a) and Note 20, as to which the date is
November 3, 1999) incorporated by reference in the Protection One, Inc. Form
10-K/A for the year ended December 31, 1998, and to all references to our firm
included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Kansas City, Missouri
February 11, 2000
