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As filed with the Securities and Exchange Commission on April 10, 1998
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
CHICAGO MINIATURE LAMP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
OKLAHOMA
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(State or Other Jurisdiction of Incorporation or Organization)
73-1412000
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(I.R.S. Employer Identification No.)
500 Chapman Street, Canton, MA
02021
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(Address of Principal Executive Offices) (Zip Code)
CHICAGO MINIATURE LAMP, INC.
1995 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
SPECIAL 1997 STOCK OPTION PLAN
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(Full Title of the Plans)
Richard F. Parenti Copy to:
Chicago Miniature Lamp, Inc. David L. Engel, Esq.
Chevy Chase Business Park Bingham Dana LLP
1080 Johnson Drive 150 Federal Street
Buffalo Grove, IL 60089 Boston, MA 02110
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(Name and address of agent for service)
(847) 882-6130 (617) 951-8000
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(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Offering Registration
Registered Registered Price* Price* Fee
- ----------------- ------------- ---------- ----------- ----------------
<S> <C> <C> <C> <C>
Common Stock 4,875,000 $39.875 $194,390,630 $57,345
$.01 par
value per share
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* This estimate is made pursuant to Rule 457(h) solely for the purpose of
determining the registration fee. It is not known how many shares will
be purchased under the Plan or at what price such shares will be
purchased. The above calculation is based on the offering of up to
4,875,000 shares at a purchase price of $ 39.875 per share, which
purchase price was the average of the high and low prices of the
Registrant's Common Stock as reported on April 8, 1998.
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PART II
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INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3: Incorporation of Documents by Reference
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The following documents are incorporated by reference in this
Registration Statement:
(a) The undersigned Registrant's Annual Report filed on Form 10-K
for the fiscal year ended November 30, 1997;
(b) All other reports previously filed by the Registrant pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") since November 30, 1997;
(c) The description of the Registrant's common stock set forth on
pages 32 and 33 of the Registrant's Prospectus dated June 15,
1995 filed with the Commission pursuant to Rule 424(b) of the
Securities Act of 1933, as amended, which constituted a part
of the Registrant's Registration Statement on Form S-1
(Registration Statement No. 33-90416); and
(d) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of
such documents.
Item 4: Description of Securities
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Not applicable.
Item 5: Interests of Named Experts or Counsel
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Not applicable.
Item 6: Indemnification of Directors and Officers
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The registrant has authority under applicable provisions of the
Oklahoma Business Corporation Act to indemnify its directors and officers to the
extent provided under such Act. The registrant's Bylaws provide additional
indemnification provisions for the benefit of the registrant's directors and
officers. See Item 8, Exhibit 3.2
Item 7: Exemption from Registration Claimed
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Not applicable.
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Item 8: Exhibits
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The following exhibits are filed as part of or incorporated by
reference into this Registration Statement:
3.1 Amended and Restated Certificate of Incorporation incorporated by
reference to exhibit 3.1(b) of Registrant's Registration Statement
on Form S-1 (File No. 333-49287).
3.2 By-Laws incorporated by reference to Exhibit 3.2 of the Registrant's
Registration Statement (File No. 333-90416) ordered effective June
15, 1995.
4.1 1995 Incentive and Non-Statutory Stock Option Plan, as amended,
incorporated by references to (a) Exhibit 4.1 of Registrant's
Registration Statement on Form S-8 (File No. 333-94070) as filed
with the Commission on November 3, 1995, and (b) the Registrant's
Proxy Statement dated March 30, 1998.
4.2 Special 1997 Stock Option Plan, incorporated by reference to
Registrant's Proxy Statement dated March 30, 1998.
5 Opinion of Crowe & Dunlevy as to the legality of the securities being
registered.
23.1 Consent of Crowe & Dunlevy (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Hards Pearson.
24 Power of Attorney.
Item 9: Undertakings
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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 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;
(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 herein,
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;
(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 the 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; and
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(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 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.
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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 Hoffman Estates, State of Illinois, on the 10th day
of April 1998.
CHICAGO MINIATURE LAMP, INC.
By: /s/ Richard F. Parenti
------------------------
Richard F. Parenti
Vice President, Finance
POWER OF ATTORNEY
We, the undersigned officers and directors of Chicago Miniature Lamp,
Inc., hereby severally constitute and appoint Richard F. Parenti, our true and
lawful attorney with full power to him, and to sign for us and in our names in
the capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all pre-effective and post-effective amendments to said
Registration Statement, and generally to do all such things in our names and on
our behalf in our capacities as officers and directors to enable Chicago
Miniature Lamp, Inc. to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorney, to said Registration Statement and any and all amendments
thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
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<S> <C> <C>
/s/ Frank M. Ward Chief Executive Officer April 10, 1998
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Frank M. Ward and Director
/s/ Richard F. Parenti Vice President, Finance April 10, 1998
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Richard F. Parenti and Secretary
/s/ Werner A. Arnold Director April 10, 1998
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Werner A. Arnold
/s/ Donald S. Dewsnap Director April 10, 1998
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Donald S. Dewsnap
/s Frederick B. Howard Director April 10, 1998
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Frederick B. Howard
/s/ Richard E. Ingram Director April 10, 1998
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Richard E. Ingram
/s/ Norman Scoular Director April 10, 1998
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Norman Scoular
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EXHIBIT INDEX
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<S> <C>
3.1 Amended and Restated Certificate of Incorporation incorporated by
reference to Exhibit 3.1(b) of the Registrant's Registration
Statement on Form S-1 (File No. 333-49287).
3.2 By-Laws incorporated by reference to Exhibit 3.2 of the Registrant's
Registration Statement (File No. 333-90416) ordered effective June
15, 1995.
4.1 1995 Incentive and Non-Statutory Stock Option Plan, as amended,
incorporated by references to (a) Exhibit 4.1 of Registrant's
Registration Statement on Form S-8 (File No. 333-94070) as filed with
the Commission on November 3, 1995, and (b) the Registrant's Proxy
Statement dated March 30, 1998.
4.2 Special 1997 Stock Option Plan, incorporated by reference to
Registrant's Proxy Statement dated March 30, 1998.
5 Opinion of Crowe & Dunlevy as to the legality of the securities being
registered.
23.1 Consent of Crowe & Dunlevy (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Hards & Pearson.
24 Power of Attorney.
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Exhibit 5
CROWE & DUNLEVY
A PROFESSIONAL CORPORATION
ATTORNEYS AND COUNSELORS AT LAW
500 KENNEDY BUILDING
321 SOUTH BOSTON
TULSA, OKLAHOMA 74103-3313
(918) 592-9800
(918) 592-9801
Writer's Direct Dial Numbers
(918) 592-9830
(918) 599-6350 (fax)
April 9, 1998
Chicago Miniature Lamp, Inc.
500 Chapman Street
Canton, Massachusetts 02021
Re: Form S-8 Registration
Gentlemen:
We are acting as counsel for Chicago Miniature Lamp, Inc., an Oklahoma
corporation (the "Company"), in connection with the proposed offer by the
Company of up to 4,875,000 shares of the Company's Common Stock (the "Shares")
pursuant to the Company's 1995 Incentive and Non-Statutory Stock Option Plan
(the "1995 Plan") and the Company's Special 1997 Stock Option Plan (the "1997
Plan") (the 1995 Plan and the 1997 Plan referred to herein collectively as the
"Plans"). Such offering of shares is covered by the Company's Registration
Statement on Form S-8 (the "Registration Statement") being filed with the
Securities and Exchange Commission. We are rendering this opinion as of the date
hereof.
We have examined, among other things, the Certificate of Incorporation
and By-laws, as amended, of the Company, the records of corporate proceedings of
the Company which have occurred prior to the date hereof with respect to such
offering, the Registration Statement, the Plans and such other documents and
representations as we deemed necessary in order to render the opinion expressed
herein.
Based upon the foregoing, it is our opinion that the Shares have been
legally authorized for issuance and, subject to due and proper authorization and
ratification by the Company's shareholders at the annual meeting of shareholders
to be held on April 27, 1998, of adoption of the 1997 Plan and the amendments to
the 1995 Plan, increasing the number of shares issuable pursuant to the Plans,
and upon the issuance and delivery of the Shares in accordance with the
provisions of the Plans and as set forth in the Registration Statement, such
shares will be legally issued, fully paid and non-assessable.
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We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in Item 8 of the
Registration Statement entitled "Exhibits".
Very truly yours,
CROWE & DUNLEVY
A Professional Corporation
By: /s/ Gary H. Baker
--------------------------
Gary H. Baker
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Exhibit 23.2
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1995 incentive and Non-Statutory Stock Option Plan
and Special 1997 Stock Option Plan of Chicago Miniature Lamp, Inc. of our report
dated January 9, 1998, except for the 1998 stock split as described in Note 2,
as to which the date is February 11, 1998 with respect to the consolidated
financial statements and schedule of Chicago Miniature Lamp, Inc. included in
its Annual Report (Form 10-K) for the year ended November 30, 1997 and our
report dated March 20, 1998 with respect to the consolidated financial
statements of Sylvania Lighting International B.V. included in the Current
Report (Form 8-K/A) dated April 3, 1998 filed with the Securities and Exchange
Commission.
ERNST & YOUNG, LLP
Chicago, Illinois
April 6, 1998
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Exhibit 23.3
Hards Pearson Suite 200
Chartered Accountants 27 Glapperion Street
Barrie-Ontario-LM4 3E6
Voice: (705) 728-3397
Fax: (705) 728-2728
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation, by reference in the Registration Statement
(Form S-8) pertaining to the 1995 Incentive and Non-Statutory Stock Option Plan
and Special 1997 Stock Option Plan of Chicago Miniature Lamp, Inc., of our
report dated December 31, 1997 with respect to the financial statements of
Chicago Miniature Lamp (Canada), Inc. included in the Annual Report (Form 10-K)
of Chicago Miniature Lamp, Inc. for the year ended November 30, 1997 filed with
the Securities and Exchange Commission.
Barrie, Ontario Canada. /S/ Hards Pearson
April 6, 1998 Chartered Accountants
