As filed with the Securities and Exchange Commission on May 3, 2001. 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) ___________ Employee Stock Purchase Plan of Lennox International Inc. (Full Title of the Plan) ___________ Carl E. Edwards, Jr. Executive Vice President, Chief Legal Officer 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 (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 April 26, 2001.
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 $0.01 per share 1,750,000 shares (1) $10.59 $18,532,500 $4,633 ================================================================================================================== REGISTRATION OF ADDITIONAL SECURITIES This Registration Statement is being filed pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended, solely to register the issuance of up to 1,750,000 additional shares of Common Stock of Lennox International Inc. (the "Company") pursuant to the Employee Stock Purchase Plan of Lennox International Inc., as amended. The Company previously filed a Registration Statement on Form S-8 (File No. 333-83959) covering 825,000 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. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 5. Interests of Named Experts and Counsel. Carl E. Edwards, Jr., the Executive Vice President, Chief Legal Officer and Secretary of the Company, has passed on the legality of the shares of Common Stock offered hereby for the Company. As of April 30, 2001, Mr. Edwards beneficially owned 124,216 shares of Common Stock and held options to purchase an additional 209,319 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 Employee Stock Purchase Plan of Lennox International Inc. (filed as Exhibit 4.4 to the Company's Registration Statement on Form S-8 (File No. 333-83959) and incorporated herein by reference) 4.5 Amendment to Employee Stock Purchase Plan dated December 15, 2000 (filed herewith) 5 Opinion of Carl E. Edwards, Jr., Esq., Executive Vice President, Chief Legal Officer and Secretary of the Company (filed herewith) 23.1 Consent of Arthur Andersen LLP (filed herewith) 1 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 2nd day of May 2001. LENNOX INTERNATIONAL INC. By: /s/ Robert E. Schjerven --------------------------- Robert E. Schjerven 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 Robert E. Schjerven, Richard A. Smith and Carl E. Edwards, Jr., and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her 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 or she 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 May 2, 2001. 3 Signature Title /s/ Robert E. Schjerven Chief Executive Officer and - --------------------------- Director (Principal Executive Officer) Robert E. Schjerven /s/ Richard A. Smith Executive Vice President and Chief Financial - --------------------------- Officer (Principal Financial Officer) Richard A. Smith /s/ John J. Hubbuch Vice President, Controller and Chief - --------------------------- Accounting Officer (Principal Accounting John J. Hubbuch Officer) /s/ John W. Norris, Jr. Chairman of the Board of Directors - --------------------------- John W. Norris, Jr. /s/ Linda G. Alvarado Director - --------------------------- Linda G. Alvarado - --------------------------- 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 Director - --------------------------- C. L. (Jerry) Henry Director - --------------------------- John E. Major Director - --------------------------- John W. Norris III /s/ William G. Roth Director - --------------------------- William G. Roth 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 Employee Stock Purchase Plan of Lennox International Inc. (filed as Exhibit 4.4 to the Company's Registration Statement on Form S-8 (File No. 333-83959) and incorporated herein by reference) 4.5 Amendment to Employee Stock Purchase Plan dated December 15, 2000 (filed herewith) 5 Opinion of Carl E. Edwards, Jr., Esq., Executive Vice President, Chief Legal Officer and Secretary of the Company (filed herewith) 23.1 Consent of Arthur Andersen LLP (filed herewith) 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) 6
Exhibit 4.5 Amendment to Employee Stock Purchase Plan Dated December 15, 2000 ----------------------------------------------------------------- The Lennox International Inc. Employee Stock Purchase Plan, as amended, is hereby amended: 1. The first paragraph of Section 3 of the Plan is amended to read as follows: "The Common Stock subject to issuance under the terms of the Plan shall be authorized but unissued shares, previously issued shares reacquired and held by Lennox or shares purchased on the open market. The aggregate number of shares that may be issued under the Plan shall not exceed 2,575,000 shares of Common Stock, which include the original 825,000 shares and an additional 1,750,000 shares added by this amendment. All shares purchased under the Plan, regardless of source, shall be counted against the 2,575,000 share limitation." 2. Section 20 of the Plan is amended to read as follows: "This Plan was adopted by the Board on September 11, 1998, and was previously amended by the Board on March 12, 1999, to be effective as of the Effective Date. The Plan is further amended, effective January 1, 2001, by action of the Board on December 15, 2000, to increase the number of shares authorized to be issued hereunder. Notwithstanding the foregoing, the amendment of the Plan is expressly conditioned upon the approval by the holders of a majority of outstanding shares of Common Stock within 12 months of the date of Board approval of such amendment. If the stockholders of the Company should fail so to approve this Plan as amended, this Plan shall terminate and cease to be of any further force or effect and all purchases of shares of Common Stock under the Plan after December 31, 2000, shall be null and void."
Exhibit 5 Carl E. Edwards, Jr., Esq. Executive Vice President, Chief Legal Officer and Secretary Lennox International Inc. 2140 Lake Park Blvd. Richardson, Texas 75080 May 3, 2001 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 1,750,000 additional shares (the "Shares") of the common stock, par value $0.01 per share ("Common Stock"), of the Company, pursuant to the Employee Stock Purchase 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. 2. When issued and sold from time to time in accordance with the provisions of the Plan, for consideration calculated pursuant to the terms and provisions of the Plan, 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
EXHIBIT 23.1 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 13, 2001 included in Lennox International Inc.'s Form 10-K for the year ended December 31, 2000 and to all references to our Firm included in this registration statement. Arthur Andersen LLP Dallas, Texas May 3, 2001