================================================================================
As filed with the Securities and Exchange Commission on December 18, 2000.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------
Lennox International Inc.
(Exact name of Registrant as specified in its charter)
Delaware 42-0991521
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2140 Lake Park Blvd., Richardson, Texas 75080
(Address of principal executive offices, including zip code)
-----------
1998 Incentive Plan of Lennox International Inc.
(Full Title of the Plan)
-----------
Carl E. Edwards, Jr.
Executive Vice President,
General Counsel and Secretary
Lennox International Inc.
2140 Lake Park Blvd.
Richardson, Texas 75080
(Name and address of agent for service)
(972) 497-5000
(Telephone number, including area code, of agent for service)
-----------
CALCULATION OF REGISTRATION FEE
=============================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (2) price (2) registration fee
Common Stock, par
value $0.01per share 2,938,135 shares (1) $7.88 $23,152,504 $6113
============================================================================================================
- ----------
[FN]
(1) Each share of Common Stock issued by the Registrant has one associated
non-detachable right to purchase one one-hundredth of a share of Series A Junior
Participating Preferred Stock.
(2) Calculated pursuant to Rule 457 (c) and (h) based on the average of the
high and low prices of the Common Stock as reported on the New York Stock
Exchange on December 15, 2000.
1
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information concerning the 1998
Incentive Plan of Lennox International Inc. (the "Plan") required by Item 1 of
Form S-8 and the statement of availability of registrant information, Plan
information and other information required by Item 2 of Form S-8 will be sent or
given to employees as specified by Rule 428 under the Securities Act of 1933, as
amended ("Securities Act"). In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
Lennox International Inc. (the "Company") shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
Company shall furnish to the Commission or its staff a copy or copies of any or
all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is being filed solely to register the issuance
of up to 2,938,135 additional shares of the Company's Common Stock pursuant to
the 1998 Incentive Plan of Lennox International Inc., as amended. The Company
previously filed a Registration Statement on Form S-8 (File No. 333-83961)
covering 4,603,500 shares of its Common Stock authorized for issuance under such
Plan. Except as supplemented by the information set forth below, the contents of
that earlier Registration Statement are incorporated herein by reference.
Item 5. Interests of Named Experts and Counsel.
Carl E. Edwards, Jr., the Executive Vice President, General Counsel and
Secretary of the Company, has passed on the legality of the shares of Common
Stock offered hereby for the Company. As of December 1, 2000, Mr. Edwards
beneficially owned 157,174 shares of Common Stock and held options to purchase
an additional 266,026 shares of Common Stock, of which options covering 101,216
shares were exercisable.
Item 8. Exhibits.
4.1 - Restated Certificate of Incorporation of the Company, as amended (filed
as Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File
No. 333-75725) (the "S-1") and incorporated herein by reference)
4.2 - Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the
S-1 and incorporated herein by reference)
4.3 - Specimen of certificate representing Common Stock, par value $0.01 per
share, of the Company (filed as Exhibit 4.1 to the S-1 and incorporated
herein by reference)
4.4 - 1998 Incentive Plan of Lennox International Inc. (filed as Exhibit 10.8
to the S-1 and incorporated herein by reference)
4.5 - Amendment to 1998 Incentive Plan dated December 15, 2000
5 - Opinion of Carl E. Edwards, Jr., Esq, Executive Vice President, General
Counsel and Secretary of the Company
23.1 - Consent of Arthur Andersen LLP.
23.2 - Consent of Carl E. Edwards, Jr., Esq. (included in Exhibit 5)
24 - Power of Attorney (included on the execution page of this Registration
Statement)
2
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 this Registration Statement 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 Richardson, State of
Texas, on this 15th day of December 2000.
LENNOX INTERNATIONAL INC.
By: /s/ John W. Norris, Jr.
-------------------------------------------------
John W. Norris, Jr.
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Lennox International Inc., a Delaware corporation, which is filing a
Registration Statement on Form S-8 with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, hereby constitutes and
appoints John W. Norris, Jr., Robert E. Schjerven and Carl E. Edwards, Jr, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
and in any and all capacities, to sign and file any and all amendments to this
Registration Statement on Form S-8, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
it being understood that said attorneys-in-fact and agents, and each of them,
shall have full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, and that each of the
undersigned hereby ratifies and confirms all that said attorneys-in-fact as
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
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 indicated on December 15, 2000.
3
Signature Title
/s/ John W. Norris, Jr. Chairman of the Board
- ------------------------------ and Chief Executive Officer
John W. Norris, Jr. (Principal Executive Officer)
/s/ Clyde W. Wyant Executive Vice President
- ------------------------------ and Chief Financial Officer
Clyde W. Wyant (Principal Financial Officer)
/s/ John J. Hubbuch Vice President, Controller
- ------------------------------ and Chief Accounting Officer
John J. Hubbuch (Principal Accounting Officer)
/s/ Linda G. Alvarado Director
- ------------------------------
Linda G. Alvarado
/s/ David H. Anderson Director
- ------------------------------
David H. Anderson
/s/ Richard W. Booth Director
- ------------------------------
Richard W. Booth
/s/ Thomas W. Booth Director
- ------------------------------
Thomas W. Booth
/s/ David V. Brown Director
- ------------------------------
David V. Brown
/s/ James J. Byrne Director
- ------------------------------
James J. Byrne
/s/ Janet K. Cooper Director
- ------------------------------
Janet K. Cooper
4
/s/ Charles L. Henry Director
- ------------------------------
Charles L. Henry
/s/ John E. Major Director
- ------------------------------
John E. Major
/s/ Donald E. Miller Director
- ------------------------------
Donald E. Miller
/s/ William G. Roth Director
- ------------------------------
William G. Roth
/s/ Terry D. Stinson Director
- ------------------------------
Terry D. Stinson
/s/ Richard L. Thompson Director
- ------------------------------
Richard L. Thompson
5
EXHIBIT INDEX
Exhibit
Number Description
4.1 - Restated Certificate of Incorporation of the Company, as amended (filed
as Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File
No. 333-75725) (the "S-1") and incorporated herein by reference)
4.2 - Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the
S-1 and incorporated herein by reference)
4.3 - Specimen of certificate representing Common Stock, par value $0.01 per
share, of the Company (filed as Exhibit 4.1 to the S-1 and incorporated
herein by reference)
4.4 - 1998 Incentive Plan of Lennox International Inc. (filed as Exhibit 10.8
to the S-1 and incorporated herein by reference)
4.5 - Amendment to 1998 Incentive Plan dated December 15, 2000
5 - Opinion of Carl E. Edwards, Jr., Esq, Executive Vice President, General
Counsel and Secretary of the Company
23.1 - Consent of Arthur Andersen LLP.
23.2 - Consent of Carl E. Edwards, Jr., Esq. (included in Exhibit 5)
24 - Power of Attorney (included on the execution page of this Registration
Statement)
Amendment to 1998 Incentive Plan Dated December 15, 2000
The Lennox International Inc. 1998 Incentive Plan, as amended, is hereby
amended to delete Paragraph 5 of the Plan, in its entirety, and replace it with
the following:
"5. Common Stock Available for Awards. Subject to the provisions of
paragraph 15 hereof, there shall be available for Awards under this Plan granted
wholly or partly in Common Stock (including rights or options that may be
exercised for or settled in Common Stock) an aggregate of 7,541,635 shares of
Common Stock, of which an aggregate of not more than 660,000 shares shall be
available for Director Awards and the remainder shall be available for Employee
Awards and Independent Contractor Awards. The number of shares of Common Stock
that are the subject of Awards under this Plan, that are forfeited or
terminated, expire unexercised, are settled in cash in lieu of Common Stock or
in a manner such that all or some of the shares covered by an Award are not
issued to a Participant or are exchanged for Awards that do not involve Common
Stock, shall again immediately become available for Awards hereunder. The
Committee may from time to time adopt and observe such procedures concerning the
counting of shares against the Plan maximum as it may deem appropriate. The
Board and the appropriate officers of the Company shall from time to time take
whatever actions are necessary to file any required documents with governmental
authorities, stock exchanges and transaction reporting systems to ensure that
shares of Common Stock are available for issuance pursuant to Awards."
Carl E. Edwards, Jr., Esq.
Executive Vice President, General Counsel and Secretary
Lennox International Inc.
2140 Lake Park Blvd.
Richardson, Texas 75080
December 18, 2000
Lennox International Inc.
2140 Lake Park Blvd.
Richardson, Texas 75080
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Lennox International Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
offering of up to 2,938,135 additional shares (the "Shares") of the common
stock, par value $0.01 per share ("Common Stock"), of the Company, pursuant to
the 1998 Incentive Plan of Lennox International Inc. (the "Plan"), certain legal
matters in connection with the Shares are being passed upon for the Company by
me. At the Company's request, this opinion is being furnished to the Company for
filing as Exhibit 5 to the Registration Statement.
In my capacity as counsel to the Company in the connection referenced
above, I have examined the Company's Restated Certificate of Incorporation and
Amended and Restated Bylaws, each as amended to date, and the Plan, and have
examined the originals, or copies certified or otherwise identified, of
corporate records of the Company, including minute books of the Company,
certificates of public officials and of representatives of the Company, statutes
and other instruments and documents as a basis for the opinions hereinafter
expressed.
I have assumed that all signatures on all documents examined by me are
genuine, that all documents submitted to me as originals are authentic, that all
documents submitted to me as copies are true and correct copies of the originals
thereof and that all information submitted to me was accurate and complete.
Based upon my examination as aforesaid, and subject to the assumptions,
qualifications, limitations and exceptions herein set forth, I am of the opinion
that:
1. The Company is a corporation duly incorporated and validly existing in
good standing under the laws of the State of Delaware.
1
2. When issued and sold from time to time in accordance with the provisions
of the Plan (and any applicable agreements pertaining to awards granted or to be
granted under the Plan) pursuant to awards granted by, and for consideration
fixed by, the Committee of the Board of Directors of the Company charged with
administering the Plan, the Shares will be duly authorized by all necessary
corporate action on the part of the Company, validly issued, fully paid and
nonassessable.
The opinions set forth above are limited to the General Corporation Law of
the State of Delaware, and no opinion is expressed herein as to matters governed
by the law of any other jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Carl E. Edwards, Jr.
------------------------------
Carl E. Edwards, Jr.
2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 of our reports dated
February 18, 2000 included in Lennox International Inc. Form 10-K for the
year ended December 31, 1999 and to all references to our Firm included in this
registration statement.
Arthur Andersen LLP
Dallas, Texas
December 18, 2000