As filed with the Securities and Exchange Commission on April 11, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CATALINA LIGHTING, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida 59-1548266
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
18191 N.W. 68th Avenue
Miami, Florida 33015
(Address of Principal Executive Offices) (Zip Code)
Catalina Lighting, Inc. Stock Incentive Plan
Catalina Lighting, Inc. Management Settlement Stock Incentive Plan
Catalina Lighting, Inc. Stock Option Plan
(Full Title of the Plan)
Eric Bescoby
Chief Executive Officer
Catalina Lighting, Inc.
18191 N.W. 68th Avenue
Miami, Florida 33015
(Name and Address of Agent For Service)
(305) 558-4777
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Proposed Maximum Proposed Maximum
Amount To Be Offering Price Aggregate Amount Of
Title Of Securities To Be Registered Registered (1) Per Share (2) Offering Price (2) Registration Fee
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Stock Incentive Plan
Common Stock, par value $.01 per share 450,000 $6.43 $2,893,500 $266.20
Management Settlement Stock Incentive Plan
Common Stock, par value $.01 per share 313,846 $6.43 $2,018,030 $185.66
------- ---------- -------
Total 763,846 $4,911,530 $451.86
==================================================================================================================================
(1) This Registration Statement shall also cover any additional shares of Common
Stock which are offered or issued under any of the plans to prevent dilution
from stock splits, stock dividends or similar transactions.
(2) Calculated pursuant to Rules 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee. The
calculation with respect to the ungranted awards under these plans is based
upon the average of the high and low prices for the Registrant's Common
Stock as quoted on the OTC Bulletin Board maintained by Nasdaq on April 9,
2002.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed by Catalina Lighting, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference into this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the year ended
September 30, 2001, filed with the Commission on December 24, 2001
(File No. 1-9917).
2. The Registrant's Annual Report Form 10-K/A for the year ended
September 30, 2001, filed with the Commission on January 28, 2002
(File No. 1-9917).
3. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2001, filed with the Commission on February 14, 2002
(File No. 1-9917).
4. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the
Commission on April 22, 1988 (File No. 1-9917), including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date of this Registration
Statement, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement. Each
document incorporated by reference into this Registration Statement shall be
deemed to be a part of this Registration Statement from the date of the filing
of such document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into this Registration Statement or by any document which
constitutes part of the prospectus relating to the plans meeting the
requirements of Section 10(a) of the Securities Act.
Item 4. Description of Securities.
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The class of securities to be offered under this Registration Statement
is registered under Section 12(b) of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
Item 6. Indemnification of Directors and Officers.
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Section 607.0850 of the Florida Business Corporation Act (the "Florida
BCA") generally permits the Registrant to indemnify its directors, officers,
employees or other agents who are subject to any third-party actions because of
their service to the Registrant if such persons acted in good faith and in a
manner they reasonably believed to be in, or not opposed to, the best interests
of the Registrant. If the proceeding is a criminal one, such person must also
have had no reasonable cause to believe his conduct was unlawful. In addition,
the Registrant may indemnify its directors, officers, employees or other agents
who are subject to derivative actions against expenses and amounts paid in
settlement which do not exceed, in the judgment of the board of directors, the
estimated expense of litigating the proceeding to conclusion, including any
appeal thereof, actually and reasonably incurred in connection with the defense
or settlement of such proceeding, if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of the Registrant. To the extent that a director, officer, employee or
other agent is successful on the merits or otherwise in defense of a third-party
or derivative action, such person will be indemnified against expenses actually
and reasonably incurred in connection therewith. Section 607.0850 of the Florida
BCA also permits the Registrant to further indemnify such persons by other means
unless a judgment or other final
adjudication establishes that such person's actions or omissions which were
material to the cause of action constitute (1) a crime (unless such person had
reasonable cause to believe his conduct was lawful or had no reasonable cause an
action to believe it unlawful), (2) a transaction from which he derived an
improper personal benefit, (3) an action in violation of Section 607.0834 of the
Florida BCA (unlawful distributions to shareholders), or (4) willful misconduct
or a conscious disregard for the best interests of the Registrant in a
proceeding by or in the right of the Registrant to procure a judgment in its
favor or in a proceeding by or in the right of a shareholder.
Furthermore, Section 607.0831 of the Florida BCA provides, in general,
that no director shall be personally liable for monetary damages to the
Registrant or any other person for any statement, vote, decision or failure to
act, regarding corporate management or policy, unless: (a) the director breached
or failed to perform his duties as a director; and (b) the director's breach of,
or failure to perform, those duties constitutes (i) a violation of criminal law,
unless the director had reasonable cause to believe his conduct was lawful or
had no reasonable cause to believe his conduct was unlawful, (ii) a transaction
from which the director derived an improper personal benefit, either directly or
indirectly, (iii) a circumstance under which the liability provisions of Section
607.0834 of the Florida BCA are applicable, (iv) in a proceeding by or in the
right of the Registrant to procure a judgment in its favor or by or in the right
of a shareholder, conscious disregard for the best interest of the Registrant,
or willful misconduct, or (v) in a proceeding by or in the right of someone
other than the Registrant or a shareholder, recklessness or an act or omission
which was committed in bad faith or with malicious purpose or in a manner
exhibiting wanton and willful disregard of human rights, safety or property. The
term "recklessness," as used above, means the action, or omission to act, was in
conscious disregard of a risk: (a) known, or so obvious that it should have been
known, to the director; and (b) known to the director, or so obvious that it
should have been known, to be so great as to make it highly probable that harm
would follow from such action or omission.
Section 8.1 of the Registrant's Amended and Restated By-Laws provides
that the Registrant shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director or an officer of the Registrant,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the fullest extent and in the manner set forth in
and permitted by the Florida BCA, and any other applicable law, as from time to
time in effect, if such officer or director acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the Registrant and, with respect to any criminal action or proceeding, had no
reason to believe his or her conduct was unlawful.
In addition, Section 8.3 of the Registrant's Amended and Restated
By-Laws permits the Registrant to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Registrant would have the power to indemnify him against such
liability under its Amended and Restated By-Laws or under the provisions of
Section 607.0850 of the Florida BCA or any other provision of law.
Item 7. Exemption From Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
Exhibit
Number Description
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4.1 Registrant's Second Amended and Restated Articles of Incorporation,
as amended.
4.2 Registrant's Amended and Restated Bylaws (incorporated by reference
to Exhibit 3.2 to Registrant's Annual Report on Form 10-K, as filed
with the Commission on December 24, 2001).
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
Item 9. Undertakings.
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(a) 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;
(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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 Section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities 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) 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.
(b) 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 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 the initial bona fide offering thereof.
* * *
(h) Insofar as indemnification for liabilities arising under the
Securities Act 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 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
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 Miami, State of Florida, on this 8th day of April,
2002.
CATALINA LIGHTING, INC.
By: /s/ Eric Bescoby
-------------------------------
Eric Bescoby
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and
directors of Catalina Lighting, Inc., a Florida corporation, do hereby
constitute and appoint Eric Bescoby, the lawful attorney-in-fact and agent with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorney and agent determines may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated.
Signature Title
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/s/ Eric Bescoby Chief Executive Officer (Principal Executive April 8, 2002
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Eric Bescoby Officer) and Director
/s/ Lynn Skillen Chief Financial Officer (Principal Financial April 8, 2002
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Lynn Skillen Officer) and Secretary
/s/ Kevin J. Calhoun Director April 8, 2002
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Kevin J. Calhoun
/s/ C. Deryl Couch Director April 8, 2002
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C. Deryl Couch
/s/ Michael H. Kalb Director April 8, 2002
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Michael H. Kalb
/s/ Rodger R. Krouse Director April 8, 2002
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Rodger R. Krouse
/s/ Marc J. Leder Director April 8, 2002
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Marc J. Leder
Director April , 2002
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George R. Rea
Director April , 2002
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Patrick J. Sullivan
/s/ Clarence E. Terry Director April 8, 2002
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Clarence E. Terry
EXHIBIT INDEX
Exhibit
No. Description
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4.1 Second Amended and Restated Articles of Incorporation, as amended.
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).