As filed with the Securities and Exchange Commission on December __, 1999.
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________
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.
RETIREMENT SAVINGS AND INVESTMENT PLAN
GENLYTE THOMAS RETIREMENT
SAVINGS AND INVESTMENT PLAN
(Full Title of the Plans)
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 Registered(1) Per Share(2) Price(2) Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, par value $1.00, 500,000 Shares $8,500,000.00 $17.00 $2,244.00
including Preferred Stock
Purchase Rights(3)
- --------------------------------------------------------------------------------------------------
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 plans described herein..
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 December 8, 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.
---------------------------------------
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 fiscal year ended December 31, 1998, 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 Company's Quarterly Reports on Form 10-Q for
the quarter period, ended March 31, 1999, June 30, 1999 and September 30, 1999
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.
(5) The Annual Report of the Thomas Industries Inc.
Retirement Savings and Investment Plan (the "Thomas Plan") on Form 11-K for the
year ended December 31, 1998, which has heretofore been filed by the Company
with the Commission pursuant to the 1934 Act.
All documents subsequently filed by the Company, the Thomas
Plan and the Genlyte Thomas Retirement Savings and Investment Plan (the "Genlyte
Thomas Plan") 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 registrants 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 registrants' Annual Reports on 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 Reports.
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.
<PAGE>
Item 6. 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 registrants hereby undertake:
(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 14th day of December, 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 14th day of December, 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
Pursuant to the requirements of the Securities Act of 1933, the Thomas Plan duly
caused this Registration statement to be signed on its behalf by the
undersigned, hereunto duly authorized, in the City of Louisville, Commonwealth
of Kentucky, on December 14, 1999.
THOMAS INDUSTRIES INC. SAVINGS AND
RETIREMENT SAVINGS AND INVESTMENT PLAN
By: /s/ Phillip J. Stuecker
--------------------------------
Pursuant to the requirements of the Securities Act of 1933, the Genlyte Thomas
Plan duly caused this Registration statement to be signed on its behalf by the
undersigned, hereunto duly authorized, in the City of Louisville, Commonwealth
of Kentucky, on December 14, 1999.
GENLYTE THOMAS RETIREMENT SAVINGS AND
INVESTMENT PLAN
By: /s/ Raymond Zaccagnini
---------------------------------
<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
December 14, 1999
Thomas Industries Inc.
4360 Brownsboro Road
Suite 300
Louisville, Kentucky 40232-5120
RE: 500,000 Shares of Common Stock (par value
$1.00) including Preferred Share Purchase
Rights for Thomas Industries Inc.'s
Retirement Savings and Investment Plan and
Genlyte Thomas Retirement Savings and Investment Plan (the "Plans")
-------------------------------------------------------------------
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 500,000 shares of the Company's Common Stock, $1.00 par
value (the "Common Stock"), which may be purchased pursuant to the Plans and
500,000 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 Plans.
<PAGE>
5. Copies of the Plans.
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 Plans, 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
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. Retirement Savings and
Investment Plan and the Gentlyte Thomas Retirement Savings and Investment 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 Securites and Exchange Commission.
/s/ Ernst & Young LLP
Louisville, Kentucky
December 10, 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 the Thomas Industries Incorporated Form 10-K as it relates to the
financial statements of The Genlyte Thomas Group LLC for the year ended December
31, 1998 and to all references to our Firm included in this registration
statement as they relate to The Genlyte Thomas Group LLC.
/s/ Arthur Andersen LLP
Louisville, Kentucky
December 10, 1998
