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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PROTECTION ONE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 93-1063818
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6011 Bristol Parkway, Culver City, California 90230
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(Address of principal executive offices) (Zip Code)
PROTECTION ONE 401(k) PLAN
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(Full title of the plan)
Anthony D. Somma
Chief Financial Officer,
Treasurer and Secretary
818 South Kansas Avenue
Topeka, Kansas 66612
(785) 575-8443
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(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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
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<S> <C> <C> <C> <C>
Participations
in the Plan (2)
Common Stock,
$.01 Par Value 2,000,000 $1.90625 $3,812,500 $1,007
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(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 June 23, 2000 of $1.90625
per share.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan(s) described herein.
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EXPLANATORY NOTE
The purpose of this Registration Statement is to register 2,000,000
additional shares of Common Stock, par value $.01 per share, of Protection One,
Inc. issuable pursuant to the Protection One 401(k) Plan (formerly named the
Protection One Employees Savings Plan). In accordance with General Instruction E
of Form S-8, the contents of the Registration Statement on Form S-8
(Registration No. 333- 02828) are incorporated herein by reference
Item 8. Exhibits.
EXHIBIT NO. EXHIBIT
5 Legal opinion of Larry D. Irick, Esq.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Larry D. Irick, Esq. (contained in Exhibit 5).
24 Power of Attorney (set forth on the signature page of
this registration statement).
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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 Topeka, State of Kansas on the 26th
day of June, 2000.
PROTECTION ONE, INC.
By: /s/ ANNETTE M. BECK
Annette M. Beck
President and Chief Operating Officer
Each person whose signature appears below appoints below appoints
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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ ANNETTE M. BECK President, Chief Operating Officer June 26, 2000
Annette M. Beck and Director
(Principal Executive Officer)
/s/ ANTHONY D. SOMMA Chief Financial Officer, Treasurer, Secretary June 26, 2000
Anthony D. Somma and Director
(Principal Financial and Accounting Officer)
/s/ HOWARD A. CHRISTENSEN Director June 26, 2000
Howard A. Christensen
/s/ JOHN B. DICUS Director June 26, 2000
John B. Dicus
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/s/ MARIA DE LOURDES DUKE Director June 26, 2000
Maria de Lourdes Duke
/s/ BEN M. ENIS Director June 26, 2000
Ben M. Enis
/s/ DONALD A. JOHNSTON Director June 26, 2000
Donald A. Johnston
/s/ CARL M. KOUPAL Director June 26, 2000
Carl M. Koupal
/s/ DOUGLAS T. LAKE Director June 26, 2000
Douglas T. Lake
/s/ JOHN H. ROBINSON, JR. Director June 26, 2000
John H. Robinson, Jr.
/s/ JAMES Q. WILSON Director June 26, 2000
James Q. Wilson
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
the administrative committee of the Plan has duly caused this registration
statement to be signed on the Plan's behalf by the undersigned thereunto duly
authorized, in the city of Topeka, and State of Kansas, on the 26th day of June,
2000.
THE PROTECTION ONE 401(k) PLAN.
By /s/ ANTHONY D. SOMMA
Anthony D. Somma
Member of the Retirement Committee
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EXHIBIT LIST
EXHIBIT NO. EXHIBIT
5 Legal opinion of Larry D. Irick, Esq.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Larry D. Irick, Esq. (contained in Exhibit 5).
24 Power of Attorney (set forth on the signature page of
this registration statement).
