As filed with the Securities and Exchange Commission on December 20, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERLOGIX, INC.
(Exact name of Registrant as specified in its charter)
114 West 7th Street, Suite 1300
Delaware Austin, Texas 78701 06-1340453
(State of (Address of principal executive offices) (I.R.S. Employer
Incorporation) (Zip Code) Identification No.)
INTERLOGIX, INC. 401(k) RETIREMENT PLAN
(Full Title of the Plan)
Kenneth L. Boyda
President and Chief Executive Officer
Interlogix, Inc.
114 West 7th Street, Suite 1300
Austin, Texas 78701
(name and address of agent for service)
(512) 381-2760
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount maximum maximum
securities to be offering aggregate Amount of
to be registered price per offering registration
registered share(2) price (2) fee
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Common Stock,
par value $.01
per share 300,000 shares $15.60 $4,680,000 $1,236
Interests in the
Plan (1)
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(1) 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 described herein.
(2) The amounts are based upon the average of the high and low sale
prices for the Common Stock as reported on the Nasdaq National Market
on December 13, 2000, and are used solely for the purpose of
calculating the registration fee in accordance with paragraphs (c)
and (h) of Rule 457 under the Securities Act of 1933.
<PAGE> 1
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I of Form S-8
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Those documents and
the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of Interlogix, Inc. (the "Registrant") filed
or to be filed with the Securities and Exchange Commission (the "Commission")
are incorporated by reference in this Registration Statement as of their
respective dates:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, filed March 29, 2000, which contains audited financial
statements for the Registrant's fiscal year ended December 31, 1999.
(b) All reports filed by the Registrant with the Commission since
December 31, 1999 pursuant to Sections 13 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act").
(c) The description of the Registrant's Securities contained in its
Registration Statement on Form S-1 (Registration No. 33-84328), as incorporated
by reference into its Registration Statement on Form 8-A (File No. 0-24900),
filed with the Commission, and including any amendment or report filed for the
purpose of updating such description.
(d) All reports and documents filed by the Registrant with the
Commission 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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE> 2
Item 6. Indemnification of Directors and Officers.
The Registrant is organized under The General Corporation Law of the
State of Delaware, Title 8 of the Delaware Code. Pursuant to Section 145 of
Title 8 of the Delaware Code, the Registrant 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 Registrant. Such indemnification may cover liabilities
under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith as part of this Registration
Statement:
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney (included as part of signature page)
The Registrant hereby undertakes to submit the Plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and to make
all changes required by the IRS in order to qualify the Plan.
Item 9. Undertakings.
Undertakings required by Item 512(a)
of Regulation S-K
------------------------------------
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 the 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;
(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;
<PAGE> 3
provided, however, that paragraphs (i) and (ii) 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 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 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.
Undertakings required by Item 512(b)
of Regulation S-K
------------------------------------
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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 initial bona fide offering thereof.
Undertakings required by Item 512(h)
of Regulation S-K
------------------------------------
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 Securities Act of 1933 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.
<PAGE> 4
SIGNATURES
The Registrant. 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 Austin, Texas, on this 12th day of December,
2000.
INTERLOGIX, INC.
By: /s/ Kenneth L. Boyda
--------------------------
Kenneth L. Boyda
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Kenneth L. Boyda and John R. Logan, and each of them, individually, his
attorneys-in-fact, with full power of substitution and resubstitution, for him
in any and all capacities, to sign any or all amendments or post-effective
amendments to this Registration Statement and to file the same with the
Securities and Exchange Commission, granting unto each of such attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary in connection with such matters and hereby
ratifying and confirming all that each such attorney-in-fact, or his agent
substitute, may 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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Kenneth L. Boyda President, Chief Executive December 12, 2000
----------------------- Officer and Director
Kenneth L. Boyda (Principal Executive Officer)
/s/ John R. Logan Chief Financial Officer December 12, 2000
----------------------- (Principal Financial Officer)
John R. Logan Officer)
/s/ Thomas L. Auth Chairman of the December 11, 2000
----------------------- Board and Director
Thomas L. Auth
/s/ C. G. Berwind, Jr. Director December 20, 2000
-----------------------
C. G. Berwind, Jr.
<PAGE> 5
/s/ Jan P. Brantjes Director December 20, 2000
-----------------------
Jan P. Brantjes
/s/ Brenda Broz Eddy Director December 11, 2000
-----------------------
Brenda Broz Eddy
/s/ Lawrence C. Karlson Director December 20, 2000
-----------------------
Lawrence C. Karlson
/s/ Edward F. Kosnik Director December 20, 2000
-----------------------
Edward F. Kosnik
/s/ Donald L. Seeley Director December 20, 2000
-----------------------
Donald L. Seeley
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Tualatin, Oregon,
on this 11th day of December, 2000.
INTERLOGIX, INC. 401(k) RETIREMENT PLAN
By: /s/ Richard Falconer
----------------------------------
Richard Falconer
Chair of Administrative Committee
<PAGE> 6
EXHIBIT INDEX
Exhibit No. Document
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney (included as part of signature page)
<PAGE> 7
