UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PROTECTION ONE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 93-1063818
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
818 S. KANSAS AVENUE, TOPEKA, KANSAS 66612
(Address of principal executive offices including Zip Code)
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
RICHARD A. GINSBURG
CHIEF EXECUTIVE OFFICER AND PRESIDENT
818 S. KANSAS AVENUE, TOPEKA, KANSAS 66612
(785)575-8443
(Names, addresses and telephone numbers, including area code, of agents for
service)
Copies of communications to:
CYNTHIA S. COUCH
818 SOUTH KANSAS AVENUE, TOPEKA, KANSAS 66612
(785)575-1617
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
-------------------------------------------------------------------------------------
Common Stock, 1,000,000 (1) $1.625 (2) $1,625,000 $406.25
$.01 Par Value
(1) Represents additional shares of Protection One, Inc. common stock issuable
under the Protection One, Inc. Employee Stock Purchase Plan (the "Plan") by
virtue of an amendment to the Plan increasing the number of shares issuable
thereunder from 650,000 to 1,650,000. This registration statement shall also
cover any additional shares of common stock which become issuable under the Plan
by reason of any stock dividend, stock split, recapitalization or other similar
transaction affected without the receipt of consideration which results in an
increase in the number of the outstanding shares of common stock of Protection
One, Inc.
(2) Estimated solely for purpose of calculating the registration fee based upon
the average of the high and low prices for the issuer's common stock reported on
the New York Stock Exchange Composite Transactions on September 20, 2001
INCORPORATION OF PREVIOUS REGISTRATION STATEMENTS BY REFERENCE
The contents of the Registration Statement on Form S-8, Registration No.
333-97542, as amended by Post Effective Amendment No. 1, Registration No. 333-
30328, previously filed with the Securities and Exchange Commission by
Protection One, Inc. (the "Company") are hereby incorporated by reference.
The Company has previously registered an aggregate 650,000 shares of its
Common Stock, $0.01 par value, issuable under the Plan. This registration
statement is being filed pursuant to General Instruction E to Form S-8 to
register additional shares issuable under the Plan for an aggregate of 1,650,000
shares issuable under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
The statements as to matters of law and legal conclusions set forth in
this registration statement and in the documents incorporated by reference
herein have been reviewed by Richard D. Terrill, Esq., and are set forth or
incorporated by reference herein in reliance upon the opinion of Mr. Terrill.
Mr. Terrill is employed as an officer of Western Resources, Inc., the indirect
parent corporation of the Registrant.
Item 8. Exhibits.
The following exhibits are filed herewith, or incorporated herein by
reference:
EXHIBIT NO. EXHIBIT
5 Legal opinion and consent of Richard D. Terrill, Esq.
23.1 Consent of Richard D. Terrill, Esq. (contained in Exh.
5)
23.2 Consent of Arthur Andersen LLP, filed herewith.
24 Power of Attorney (included on signature page to
registration statement).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Protection One,
Inc., 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, thereunder
duly authorized, in the City of Topeka, State of Kansas on the 24th day of
September, 2001.
PROTECTION ONE, INC.
By: /S/ RICHARD A. GINSBURG
Richard A. Ginsburg
President and Chief
Executive Officer
Each person whose signature appears below appoints below appoints Richard
Ginsburg and Darius G. Nevin and each of them, any of whom may act without the
joinder of the other, as 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, in any and all capacities to sign any and
all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 and to file the same, with all exhibits thereto and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents 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, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/S/ RICHARD A. GINSBURG President, Chief Executive Officer September 24, 2001
Richard A. Ginsburg and Director (Principal Executive
Officer)
/S/ DARIUS G. NEVIN Executive Vice President and Chief September 24, 2001
Darius G. Nevin Financial Officer (Principal Financial
and Accounting Officer)
/S/ ANNETTE M. BECK Director September 24, 2001
Annette M. Beck
/S/ GENE A. BUDIG Director September 24, 2001
Gene A. Budig
/S/ HOWARD A. CHRISTENSEN Director September 24, 2001
Howard A. Christensen
/S/ MARIA DE LOURDES DUKE Director September 24, 2001
Maria de Lourdes Duke
/S/ BEN M. ENIS Director September 24, 2001
Ben M. Enis
/S/ DONALD A JOHNSTON Director September 24, 2001
Donald A. Johnston
/S/ CARL M. KOUPAL, JR. Director September 24, 2001
Carl M. Koupal, Jr.
/S/ DOUGLAS T. LAKE Chairman of the Board September 24, 2001
Douglas T. Lake
/S/ RITA A. SHARPE Director September 24, 2001
Rita A. Sharpe
/S/ STEVEN V. WILLIAMS Director September 24, 2001
Steven V. Williams
/S/ JAMES Q. WILSON Director September 24, 2001
James Q. Wilson
EXHIBIT LIST
EXHIBIT NO. EXHIBIT
5 Legal Opinion and consent of Richard D. Terrill, Esq.
23.1 Consent of Richard D. Terrill, Esq. (contained in Exh. 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included in signature page to
registration statement)