As filed with the Securities and Exchange Commission on July __, 1999.
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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.
1995 INCENTIVE STOCK PLAN
(AS AMENDED AND RESTATED)
(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 (502) 893-4600
THOMAS INDUSTRIES INC.
4360 BROWNSBORO ROAD
SUITE 300
LOUISVILLE, KENTUCKY 40207
(Name and Address of Agent For Service)
<TABLE>
========================================================================================================
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered1 Per Share2 Price2 Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00, 750,000 Shares $22.0625 $ 16,546,875 $4,600
including Preferred Stock
Purchase Rights3
========================================================================================================
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 July 22, 1999.
3 Prior to the occurrence of certain events, the Preferred Stock Purchase Rights will not be evidenced separately from the Common
Stock.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
Pursuant to General Instruction E of Form S-8, the
Registration Statement on Form S-8 filed by Thomas Industries Inc. (the
"Company") (File No. 333-59099) with the Securities and Exchange Commission (the
"Commission") is incorporated herein by reference.
The following documents are also incorporated by reference:
(1) The Annual Report of the Company on Form 10-K for
the fiscal year ended December 31, 1998, which has heretofore been filed by the
Company with the Commission pursuant tot he Securities Exchange Act of 1934, as
amended (the "1934 Act").
(2) The Company's Quarterly Report on Form 10-Q for
the quarter period ended March 31, 1999, which has heretofore been filed by the
Company with the Commission pursuant to 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 8. Exhibits.
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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 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.
(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.
<PAGE>
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 23rd day of July, 1999.
THOMAS INDUSTRIES INC.
By: /s/ Timothy C. Brown
__________________________________
Timothy C. Brown,
President, Chief Executive Officer
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 23rd day of July, 1999.
Signature Title
/s/ Timothy C. Brown
______________________________ President, Chief Executive Officer, and Director
Timothy C. Brown (Principal Executive Officer)
/s/ Phillip J. Stuecker
______________________________ Vice President, Finance; Chief Financial Officer,
Phillip J. Stuecker and Secretary
(Principal Financial Officer)
/s/ Roger P. Whitton
______________________________ Controller
Roger P. Whitton (Principal Accounting Officer)
/s/ Wallace H. Dunbar
______________________________ Director
Wallace H. Dunbar
/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/ Franklin J. Lunding, Jr.
______________________________ Director
Franklin J. Lunding, Jr.
/s/ Anthony A. Massaro
______________________________ Director
Anthony A. Massaro
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
5 Opinion (including consent) of McDermott, Will & Emery.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Arthur Andersen LLP*
*Filed herewith
[McDermott, Will & Emery Letterhead]
July 23, 1999
Thomas Industries Inc.
4360 Brownsboro Road
Suite 300
Louisville, Kentucky 40232-5120
RE: 750,000 Shares of Common Stock (par value
$1.00) including Preferred Share Purchase
Rights for Thomas Industries Inc.'s
1995 Incentive Stock Plan (as amended and restated) (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 750,000 shares of the Company's Common Stock, $1.00 par
value (the "Common Stock"), which may be purchased pursuant to the Plan and
750,000 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
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Thomas Industries Inc. 1995 Incentive Stock Plan of
our report dated February 11, 1999, with respect to the consolidated financial
statements and schedule of Thomas Industries Inc. and subsidiaries included in
its Annual Report on Form 10-K for the year ended December 31, 1998, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Louisville, Kentucky
July 22, 1999
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 10, 1999
included in Thomas Industries Inc.'s Annual Report of the Company on Form 10-K
for the year ended December 31, 1998 and to all references to our Firm included
in this registration statement.
/s/ Arthur Andersen LLP
Louisville, Kentucky
July 21, 1999
