As filed with the Securities and Exchange Commission on August ___, 1997.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 50549
FORM S-8
Registration Statement Under
the Securities Act of 1933
THOMAS INDUSTRIES INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 61-0505332
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4360 BROWNSBORO ROAD
SUITE 300
LOUISVILLE, KENTUCKY 40207
(Address of Principal Executive Offices)
THOMAS INDUSTRIES INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
PHILLIP J. STUECKER Telephone number,
SECRETARY, including area code,
VICE PRESIDENT OF FINANCE AND of agent for service:
CHIEF FINANCIAL OFFICER
THOMAS INDUSTRIES INC.
4360 BROWNSBORO ROAD
SUITE 300
LOUISVILLE, KENTUCKY 40207 (502) 893-4600
(Name and Address of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
Common Stock, par value $1.00, 60,000 Shares $29.0625 $1,743,750.00 $528.41
including Preferred Stock
Purchase Rights(3)
(1) An undetermined number of additional shares may be issued if the
anti-dilution adjustment provisions of the plan become operative.
(2) Estimated solely for the purpose of calculating the registration
fee in accordance with rule 457(c) and (h) under the Securities Act
of 1933 on the basis of the average of the high and low prices of
the Common Stock as reported on the New York Stock Exchange on
August 15, 1997.
(3) Prior to the occurrence of certain events, the Preferred Stock
Purchase Rights will not be evidenced separately from the Common
Stock.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this
registration statement:
(1) The Annual Report of Thomas Industries Inc. (the "Company") on
Form 10-K for the year ended December 31, 1996, which has heretofore been
filed by the Company with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "1934 Act").
(2) The Quarterly Reports of the Company on Form 10-Q for the
three-months ended March 31, 1997 and June 30, 1997, which have heretofore
been filed by the Company with the Commission pursuant to the 1934 Act.
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the 1934 Act.
(4) The description of the Company's Preferred Stock Purchase
Rights contained in the Company's Registration Statement on Form 8-A, as
amended, filed with the Commission pursuant to Section 12 of the 1934 Act.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 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 hereof from the date of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents"); provided, however, that the documents enumerated
above or subsequently filed by the registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 in each year
during which the offering made by this registration statement is in effect
prior to the filing with the Commission of the registrant's Annual Report on
Form 10-K covering such year shall not be Incorporated Documents or be
incorporated by reference in this registration statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this registration statement to
the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12(b) of
the 1934 Act.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation law and the By-laws
and Restated Certificate of Incorporation of the Company provide as follows:
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law and the By-laws
of the Company provide for indemnification of directors and officers for
expenses (including reasonable amounts paid in settlement) incurred in
defending actions brought against them.
The Company's Restated Certificate of Incorporation contains a
provision that eliminates, to the fullest extent permitted by Delaware law,
the personal liability of each director of the Company to the Company and its
shareholders for monetary damages for certain breaches of fiduciary duty.
This provision does not affect the director's liability for monetary damages
for breaches of the duty of loyalty, actions or omissions not in good faith,
knowing violation of law or intentional misconduct, willful or negligent
conduct in approving an unlawful dividend, stock repurchase or redemption or
obtaining improper personal benefits, nor does this provision eliminate the
ability to bring suit to rescind a transaction or to enjoin a proposed
transaction from occurring. In addition, this provision applies only to
claims against a director arising out of his role as a director and not, if
he is also an officer, his role as an officer or in any other capacity, nor
to his responsibilities under any other law, such as the federal securities
laws.
The By-laws of the Company provide that directors and officers
shall be indemnified and held harmless by the Company to the fullest extent
permitted by the laws of Delaware as the same now or hereafter exist.
The Company maintains directors and officers liability insurance
covering all directors and officers of the Company against claims arising out
of the performance of their duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
Item 9. Undertakings.
The 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 (the "Act"), 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) That, for the purposes of determining any liability under the
Act, 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 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.
(4) 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.
(5) Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 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
undersigned 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 Louisville,
Commonwealth of Kentucky, on the 21st day of August, 1997.
THOMAS INDUSTRIES INC.
By: /s/ Phillip J. Stuecker
__________________________________
Phillip J. Stuecker
Vice President of Finance,
Chief Financial Officer and Secretary
POWER OF ATTORNEY
We, the undersigned officers and directors of Thomas Industries
Inc., hereby severally constitute Timothy C. Brown and Phillip J. Stuecker,
and each of them singly, our true and lawful attorneys with full power to
them, and each of them singly, 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 amendments (including post-effective amendments) to
said Registration Statement, and generally to do all such things in our name
and behalf in the capacities indicated below to enable Thomas Industries 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 attorneys, or
any of them, to said Registration Statement and any and all amendments
thereto.
Pursuant to the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicated on the
21st day of August, 1997.
Signature Title
/s/ Timothy C. Brown
_____________________________________
Timothy C. Brown President, Chief Executive
Officer and Chairman of the Board
/s/ Phillip J. Stuecker
_____________________________________ Vice President of Finance,
Phillip J. Stuecker Chief Financial Officer and Secretary
(Principal Financial Officer)
/s/ Ronald D. Wiseman
____________________________________ Controller and Assistant
Ronald D. Wiseman Secretary (Principal Accounting
Officer)
/s/ Wallace H. Dunbar
_____________________________________ Director
Wallace H. Dunbar
/s/ Roger P. Eklund
_____________________________________ Director
Roger P. Eklund
/s/ H. Joseph Ferguson
_____________________________________ Director
H. Joseph Ferguson
/s/ Gene P. Gardner
_____________________________________ Director
Gene P. Gardner
/s/ Lawrence E. Gloyd
_____________________________________ Director
Lawrence E. Gloyd
/s/ William M. Jordan
_____________________________________ Director
William M. Jordan
/s/ Ralph D. Ketchum
_____________________________________ Director
Ralph D. Ketchum
/s/ Franklin J. Lunding, Jr.
_____________________________________ Director
Franklin J. Lunding, Jr.
EXHIBIT INDEX
Exhibit Number Description
4.1 Restated Certificate of Incorporation, as amended (incorporated
herein by reference to Exhibit 3(a) to Registrant's Form 10-Q
filed for the quarterly period ended June 30, 1988).
4.2 By-laws, as amended (incorporated herein by reference to
Exhibit 3 to Registrant's Form 10-Q filed for the quarterly
period ended March 31, 1996).
4.3 Rights Agreement dated as of December 24, 1987 between the
Company and Wachovia Bank and Trust Co., N.A. (incorporated
herein by reference to Exhibit 1 to Registrant's Form 8-A dated
December 23, 1987).
4.4 Amendment dated as of October 18, 1990 to Rights Agreement
(incorporated herein by reference to Exhibit 1 to Registrant's
Form 8-K dated October 23, 1990).
5 Opinion (including consent) of McDermott, Will & Emery.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of KPMG Peat Marwick LLP.*
*Filed herewith
Exhibit 5
McDERMOTT, WILL & EMERY
227 West Monroe Street
Chicago, Illinois 60606
August 21, 1997
Thomas Industries Inc.
4360 Brownsboro Road
Suite 300
Louisville, Kentucky 40232-5120
RE: 60,000 Shares of Common Stock (par value
$1.00) including Preferred Share Purchase
Rights for Thomas Industries Inc.'s
Employee Stock Purchase Plan (the "Plan")
Gentlemen:
We have acted as counsel for Thomas Industries Inc. (the "Company") in
connection with the preparation and filing of a Registration Statement on
Form S-8 (the "Registration Statement") for the registration under the
Securities Act of 1933, as amended, of 60,000 shares of the Company's Common
Stock, $1.00 par value (the "Common Stock"), which may be purchased pursuant to
the Plan and 60,000 Preferred Share Purchase Rights which currently are attached
to, and trade with, the Common Stock.
We have examined or considered:
1. A copy of the Company's Restated Certificate of Incorporation.
2. The By-Laws of the Company.
3. Telephonic confirmation of the Secretary of State of Delaware, as
of a recent date, as to the good standing of the Company in that state.
4. A copy of resolutions duly adopted by the Board of Directors of
the Company relating to the Plan.
5. A copy of the Plan.
In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.
Based on the foregoing, we are of the opinion that:
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware.
(b) All legal and corporate proceedings necessary for the
authorization, issuance and delivery of the shares of Common Stock under
the Plan have been duly taken, and the related Common Stock, upon
acquisition pursuant to the terms of the Plan, and the Preferred Share
Purchase Rights, will be duly authorized, legally and validly issued, fully
paid and nonassessable.
We hereby consent to all references to our Firm in the Registration
Statement and to the filing of this opinion by the company as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
WJQ/bjs
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 for the registration of 60,000 shares of common stock of Thomas
Industries Inc. pertaining to the Thomas Industries Inc. Employee Stock Purchase
Plan of our reports dated February 5, 1997, with respect to the consolidated
financial statements of Thomas Industries Inc. incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1996 and the related
financial statement schedule included therein, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Louisville, Kentucky
August 18, 1997
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Thomas Industries Inc.
We consent to the incorporation herein by reference in the Registration
Statement on Form S-8 for the registration of 60,000 shares of common stock of
Thomas Industries Inc. pertaining to the Thomas Industries Inc. Employee Stock
Purchase Plan of our reports dated February 7, 1996 relating to the consolidated
balance sheet of Thomas Industries Inc. and subsidiaries as of December 31,
1995, and the related consolidated statements of income, shareholders' equity,
and cash flows for each of the years in the two-year period ended December 31,
1995, and the related schedule, which reports appear in the December 31, 1996
annual report on Form 10-K of Thomas Industries Inc.
/s/ KPMG Peat Marwick LLP
Louisville, Kentucky
August 18, 1997
