As filed with the Securities and Exchange Commission on July 26, 1996.
Registration No. 333-_____________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ITI TECHNOLOGIES, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 06-1340453
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2266 NORTH SECOND STREET, NORTH SAINT PAUL, MINNESOTA 55109
(Address of Principal Executive Offices, including Zip Code)
ITI TECHNOLOGIES, INC.
LONG-TERM STOCK INCENTIVE PLAN (1992)
(AMENDED AND RESTATED AS OF MAY 8, 1996)
(Full title of the plan)
THOMAS L. AUTH Copy to:
PRESIDENT AND CHIEF EXECUTIVE OFFICER MICHELE D. VAILLANCOURT
ITI TECHNOLOGIES, INC. WINTHROP & WEINSTINE
2266 NORTH SECOND STREET 3000 DAIN BOSWORTH PLAZA
NORTH SAINT PAUL, MINNESOTA 55109 60 SOUTH SIXTH STREET
(Name and address of agent for service) MINNEAPOLIS, MINNESOTA 55402
(612) 347-0700
(612) 777-2690
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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CALCULATION OF REGISTRATION FEE
===================================================================================================================================
TITLE OF PROPOSED PROPOSED
SECURITIES MAXIMUM MAXIMUM AMOUNT OF
TO BE AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED BE REGISTERED PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 500,000 shares $31.50 (1) $15,750,000 (1) $5,431
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(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c), based upon the quotations for such Common Stock
on July 23, 1996, as reported on the NASDAQ National Market.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I will be
sent or given to employees as specified by Rule 428(b)(1). Such documents need
not be filed with the Securities and Exchange Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. Such documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933 (the "Act").
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
a. The Company's annual report on Form 10-K for the year ended December
31, 1995 which contains audited financial statements for the Company's fiscal
year ended December 31, 1995.
b. The Company's quarterly report on Form 10-Q for the three months ended
March 31, 1996 and all other reports filed by the Company with the Securities
and Exchange Commission since December 31, 1995, pursuant to Sections 13 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").
c. Description of the Company's Securities, contained in the Company's
Registration Statement on Form S-1 (Registration No. 33-84328), as incorporated
by reference into the Company's Registration Statement on Form 8-A (File No.
0-24900), filed with the Securities and Exchange Commission.
d. All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining to be sold.
ITEM 4. DESCRIPTION OF SECURITIES.
The common stock, $.01 par value, (the "Common Stock") of the Company
offered pursuant to this registration statement is registered under Section
12(g) of the Exchange Act. The description of the Company's Common Stock is
incorporated by reference pursuant to Item 3.c. above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is organized under The General Corporation Law of the State of
Delaware, Title 8 of the Delaware Code (1984). Pursuant to Section 145 of Title
8 of the Delaware Code, the Company may provide and has provided in its
Certificate of Incorporation that its current and former officers, directors,
employees and agents be indemnified to the fullest extent permitted 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. Such indemnification may cover liabilities
under the Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION PAGE
5.1 Opinion of Winthrop & Weinstine, P.A. as to the
legality of Common Stock of the Company
23.1 Consent of Coopers & Lybrand
L.L.P..........................................
23.2 Consent of Winthrop & Weinstine, P.A. [included
in its opinion filed as Exhibit 5.1].
24.1 Powers of Attorney [included as part of
signature page].
99.1 ITI Technologies, Inc. Long-Term Stock Incentive
Plan (1992) (Amended and Restated as of May 8,
1996)...........................................
ITEM 9. UNDERTAKINGS.
(A) RULE 415 OFFERING.
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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or 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
(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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the 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 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 registration statement.
(2) That for the purpose of determining 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.
(B) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
The undersigned 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 Section 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
the registration statement 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.
(H) STATEMENT REQUIRED IN CONNECTION WITH FILING OF REGISTRATION STATEMENT ON
FORM S-8.
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.
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 North Saint Paul, State of Minnesota on July 23,
1996.
ITI TECHNOLOGIES, INC.
By /s/ Thomas L. Auth
Thomas L. Auth
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Thomas L. Auth and W. Wallace McDowell, Jr., or either of them, such person's
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution for such person and in such person's name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits hereto and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, 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.
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SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Thomas L. Auth President, Chief Executive Officer, July 23, 1996
- ---------------------------------------- and Director
Thomas L. Auth (Principal Executive Officer and
Principal Financial Officer)
/s/ W. Wallace McDowell, Jr. Chairman of the Board and Director July 23, 1996
- ----------------------------------------
W. Wallace McDowell, Jr.
/s/ William C. Ughetta, Jr. Assistant Secretary and Director July 23, 1996
- ----------------------------------------
William C. Ughetta, Jr.
/s/ Sangwoo Ahn Director July 23, 1996
- ----------------------------------------
Sangwoo Ahn
/s/ Walter Barry Director July 23, 1996
- ----------------------------------------
Walter Barry
/s/ Perry J. Lewis Director July 23, 1996
- ----------------------------------------
Perry J. Lewis
/s/ Jack A. Reichert Vice President Finance (Principal July 23, 1996
- ---------------------------------------- Accounting Officer)
Jack A. Reichert
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WINTHROP & WEINSTINE, P.A. Exhibit 5.1
3000 Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
July 24, 1996
ITI Technologies, Inc.
2266 North Second Street
North Saint Paul, Minnesota 55109
Re: Registration Statement on Form S-8
ITI Techonologies, Inc. Long-Term Stock Incentive Plan (1992)
500,000 Shares
Gentlemen:
We have acted as legal counsel for ITI Technologies, Inc. (the "Company") in
connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission, and the Prospectus to be used in conjunction with the Registration
Statement (the "Prospectus"), relating to the registration under the Securities
Act of 1933, as amended, of 500,000 shares (the "Shares") of common stock, par
value $.01 per share (the "Common Stock"), to be issued under the ITI
Technologies, Inc. Long-Term Stock Incentive Plan (1992) (Amended and Restated
as of May 8, 1996), in the manner set forth in the Registration Statement and
the Prospectus.
In connection therewith, we have examined (a) the Certificate of Incorporation
and Bylaws of the Company, both as amended to date; (b) the corporate
proceedings of the Company relative to its organization and to the authorization
and issuance of the Shares; and (c) the Registration Statement and the
Prospectus. In addition to such examination, we have reviewed such other
proceedings, documents and records and have ascertained or verified such
additional facts as we deem necessary or appropriate for purposes of this
opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company has been legally incorporated and is validly existing under
the laws of the State of Delaware.
2. All necessary corporate action has been taken by the Company to authorize
the issuance of the Shares.
3. The Shares are validly authorized by the Company's Certificate of
Incorporation, as amended, and when issued and paid for as contemplated in
the Registration Statement and Prospectus, will be validly issued, fully
paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus.
Very truly yours,
WINTHROP & WEINSTINE, P.A.
By - /s/ Michele D. Vaillancourt
Michele D. Vaillancourt
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of ITI Technologies, Inc. on Form S-8 of our reports dated February
15, 1996, on our audits of the consolidated financial statements and financial
schedule of ITI Technologies, Inc. as of December 31, 1994 and 1995, and for the
years ended December 31, 1993, 1994 and 1995, which reports are included in the
Annual Report on Form 10-K for the year ended December 31, 1995.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Minneapolis, Minnesota
July 25, 1996
