Lumen Technologies Inc – ‘S-8’ on 8/4/98

As of:  Tuesday, 8/4/98   ·   Effective:  8/4/98   ·   Accession #:  950136-98-1358   ·   File #:  333-60615

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement; Benefit Plan                  32    126K 
 2: EX-5.1      Opinion of Kane Kessler, Pc                            3     11K 
 3: EX-23.2     Consent of Price Waterhouse LLP                        1      5K 

S-8   —   Registration Statement; Benefit Plan
Document Table of Contents

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1998  

REGISTRATION NO. _________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 

--------------------  
LUMEN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE                                       13-3868804   
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of Incorporation)                                                   

555 THEODORE FREMD AVENUE 
SUITE B-302 
RYE, NEW YORK 10580 
(Address of Principal Executive Offices and Zip Code) 

--------------------  

LUMEN TECHNOLOGIES, INC.
1996 STOCK INCENTIVE PLAN 
(AMENDED AND RESTATED AS OF MARCH 11, 1997) 
(Full Title of Plan)

--------------------  

MARTIN E. FRANKLIN
CHAIRMAN OF THE BOARD OF DIRECTORS
LUMEN TECHNOLOGIES, INC.
555 THEODORE FREMD AVENUE 
SUITE B-302 
RYE, NEW YORK 10580 
(914) 967-9400
 (Name, address and telephone number, including area code, of agent for service)

With a copy to: 

KANE KESSLER, P.C.
1350 AVENUE OF THE AMERICAS 
NEW YORK, NEW YORK 10019
(212) 541-6222
ATTN: ROBERT L. LAWRENCE, ESQ.

     Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement     
becomes effective.                                                              

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                                             CALCULATION OF REGISTRATION FEE                                               
===========================================================================================================================
                                                                                        PROPOSED                           
                                                                    PROPOSED            MAXIMUM                            
                                                                    MAXIMUM             AGGREGATE            AMOUNT OF     
                                            AMOUNT TO BE           OFFERING          OFFERING PRICE2      REGISTRATION     
TITLE OF SECURITIES TO BE REGISTERED         REGISTERED1        PRICE PER SHARE2                             FEE           
======================================== ================== ====================== =================== ====================
                                                                                                                           
Common Stock, par value                                                                                                    
$.01 per share                            2,075,000 shares       $8 5/8(2)             $17,896,875           $5,279.58     
======================================== ================== ====================== =================== ====================


--------------------------------                                                

(1)  The 1996 Stock Incentive Plan (Amended and Restated as of  
March 11, 1997) (the "Plan") authorizes the issuance of a maximum of 4,250,000  
shares of Common Stock which are reserved for issuance pursuant to the grant    
of stock based awards under the Plan. Prior to the effectiveness of this        
Registration Statement, the Company has previously registered 2,175,000 shares  
of the Company's Common Stock reserved for issuance under the Plan.             

    (2) Estimated solely for the purpose of calculating the registration
fee. Pursuant to Rule 457(h), the proposed maximum offering price per share is  
based upon a price of $8 5/8 (the average of the high and low price of the      
Registrant's Common Stock as reported on The New York Stock Exchange on July    
29, 1998.                                                                       

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EXPLANATORY NOTE
----------------

      This Registration Statement has been prepared in accordance with the
requirements of Form S-8 and Form S-3 pursuant to the Securities Act of 1933,   
as amended (the "Securities Act"). The Form S-8 portion of this Registration    
Statement will be used for offers of shares of Common Stock (the "Common        
Stock") of Lumen Technologies, Inc., a Delaware corporation (the "Company" or   
the "Registrant"), pursuant to the Plan. In accordance with the Note to Part I  
of Form S-8, the information specified by Part I for Form S-8 has been omitted  
from this Registration Statement. Shares of the Company's Common Stock covered  
by this Registration Statement also may be sold pursuant to Rule 144 under the  
Securities Act rather than pursuant to this Registration Statement. The         
Prospectus filed as a part of this Registration Statement has been prepared in  
accordance with the requirements of Part I of Form S-3 and will be used for     
reofferings or resales of shares of the Common Stock of the Company which are   
deemed to be control securities, which have been acquired or will be acquired   
by control persons, pursuant to the Plan. A Cross Reference Sheet is provided   
for such Prospectus.                                                            

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LUMEN TECHNOLOGIES, INC.
------------------------

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         CROSS REFERENCE SHEET PURSUANT TO REGULATION S-K, ITEM 501(B)                                                  

Form S-3 Item Number and Caption                                               Location in Prospectus                   
--------------------------------                                               ----------------------                   
                                                                                                                        
1.  Forepart of Registration Statement and Outside Front                                                                
    Cover of Prospectus........................................................ Outside Front Cover                     

2.  Inside Front and Outside Back Cover Pages of                                                                        
    Prospectus................................................................. Inside Front and Outside Back Cover Page

3.  Summary Information, Risk Factors and Ratio of                                                                      
    Earnings to Fixed Charges.................................................. Risk Factors                            

4.  Use of Proceeds............................................................ Use of Proceeds                         

5.  Determination of Offering Price                                             *                                       

6.  Dilution................................................................... *                                       

7.  Selling Security Holders................................................... Selling Stockholders                    

8.  Plan of Distribution....................................................... Front Cover Page;                       
                                                                                Plan of Distribution                    

9.  Description of Securities to be registered................................. *                                       

10. Interests of Named Experts and Counsel..................................... *                                       

11. Material Changes........................................................... The Company                             

12. Incorporation of Certain Information                                        Incorporation of Documents              
    by Reference............................................................... by Reference                            

13. Disclosure of Commission Position of Indemnification for Securities Act                                             
    Liabilities................................................................*                                        


----------------------------                                                    

* Not applicable or answer is in the negative.                                  

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REOFFER PROSPECTUS
LUMEN TECHNOLOGIES, INC.
2,075,000 SHARES OF COMMON STOCK
(PAR VALUE $0.01 PER SHARE) 

This Prospectus may be used by certain persons (the "Selling  
Stockholders") who may be deemed to be affiliates of Lumen Technologies, Inc.   
(f/k/a BEC Group, Inc.), a Delaware corporation (the "Company" or the           
"Registrant"), to sell a maximum of 2,075,000 shares of the Company's Common    
Stock (the "Common Stock"), $0.01 par value per share (the "Shares"), which     
will be purchased or acquired by the Selling Stockholders pursuant to the       
Company's 1996 Stock Incentive Plan (Amended and Restated as of March 11,       
1997) (the "Plan"). Prior to the effectiveness of this Registration Statement,  
the Company has previously registered 2,175,000 shares of Common Stock (taking  
into effect a one-for-two reverse stock split) reserved for issuance under the  
Plan.                                                                           

        All or a portion of the Shares offered hereby may be offered for sale,
from time to time, on The New York Stock Exchange, or otherwise, at prices and  
terms then obtainable. All brokers' commissions or discounts will be paid by    
the Selling Stockholders. However, any securities covered by this Prospectus    
which qualify for sale pursuant to Rule 144 under the Securities Act of 1933,   
as amended (the "Securities Act"), may be sold under Rule 144 rather than       
pursuant to this Prospectus. See "Plan of Distribution." The Company will       
receive none of the proceeds of this offering, although the Company will        
receive cash upon the sale of stock to the Selling Stockholders under the Plan. 
See "Use of Proceeds." All expenses incurred in connection with the preparation 
and filing of this Prospectus and the related Registration Statement are being  
borne by the Company. See "Expenses."                                           

 SEE "RISK FACTORS" ON PAGE 9 HEREOF FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE PURCHASERS.          

      The Company's Common Stock is listed on The New York Stock Exchange.
On July 29, 1998, the closing price of the Company's Common Stock was $8 5/8    
per share.                                                                      

--------------------  

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
       SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE   
    SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
       PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

--------------------  

 The date of this Prospectus is August 4, 1998

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No person is authorized to give any information or to make any
representation other than as contained in this Prospectus in connection with    
the offer made hereby, and, if given or made, such information or               
representation must not be relied upon as having been authorized by the         
Company. The delivery of this Prospectus at any time does not imply that the    
information herein is correct as of any time subsequent to its date. This       
Prospectus does not constitute an offer to sell, or a solicitation of an offer  
to buy, any securities other than the specific registered securities to which   
it relates or an offer or solicitation with respect to those securities in any  
jurisdiction to any person to whom it is unlawful to make such offer or         
solicitation in such jurisdiction.                                              

--------------------  

AVAILABLE INFORMATION 

 The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in        
accordance therewith is required to file periodic reports, proxy statements and 
other information with the Securities and Exchange Commission (the              
"Commission"). Such reports, proxy statements and other information filed by    
the Company can be inspected and copied at the public reference facilities      
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,  
D.C. 20549, as well as the Regional Offices of the SEC at Citicorp Center, 500  
West Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade  
Center, Suite 1300, New York, New York 10048. Copies of such materials can be   
obtained from the Public Reference Section of the Commission at its principal   
office at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 at the      
prescribed rates. In addition, similar information can be inspected at The New  
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. The       
Commission also maintains a site on the World Wide Web that contains reports,   
proxy and information statements and other information regarding registrants    
that file electronically. The address of such site is http://www.sec.gov.       

   This Prospectus omits certain of the information contained in the
Registration Statement of which this Prospectus is a part (the "Registration    
Statement"), covering the Common Stock, which pursuant to the Securities Act is 
on file with the Commission. For further information with respect to the        
Company and the Common Stock, reference is made to the Registration Statement   
including the exhibits incorporated therein by reference or filed therewith.    
Statements herein contained concerning the provisions of any document are not   
necessarily complete and, in each instance, reference is made to the copy of    
such document filed as an exhibit or incorporated by reference to the           
Registration Statement. The Registration Statement and the Exhibits may be      
inspected without charge at the offices of the Commission or copies thereof     
obtained at prescribed rates from the public reference section of the           
Commission at the addresses set forth above.                                    

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

  The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference,  
except as superseded or modified herein:                                        

        1. The Company's Registration Statement on Form S-1 (the "Registration
     Statement"), filed with the Commission on March 5, 1996 (Reg.
No.33-33186).                                           

   2. The description of the Company's Common Stock contained in the
    Company's Registration Statement including any amendments or
   reports filed for the purpose of updating such description.

3. Description of the Company's Common Stock contained in the 
   Company's Registration Statement on Form 8-A filed with the
        Commission on May 3, 1996 pursuant to Section 12 of the Exchange
         Act, including any amendments or reports filed for the purpose of
updating such description.                              

       4. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.                                      

        5. The Company's Current Reports on Form 8-K (Date of Event - July 10,
       1997) filed on July 24, 1997, Form 8-K/A filed on September 22,
        1997 and Form 8-K/A-2 filed on January 15, 1998 and Form 8-K/A-3
filed on February 6, 1998.                              

        6. The Company's Current Report on Form 8-K (Date of Event - March 11,
1998) filed on March 26, 1998.                          

7. The Company's Registration Statement on Form S-4, declared 
 effective by the Commission on February 6, 1998 (Reg. No.
333-40519).                                             

  8. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998.                            

9. The Company's proxy statement, filed with the Commission on
July 9, 1998.                                           

      In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this           
Prospectus and prior to the termination of the offering of Common Stock shall   
be deemed to be incorporated in and made a part of this Prospectus by reference 
from the date of filing of such documents. Any statement contained in a         
document incorporated or deemed to be incorporated by reference herein shall be 
deemed to be                                                                    

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modified or superseded for purposes of this Prospectus to the extent that a     
statement contained herein or in any subsequently filed document that is also   
incorporated by reference herein modifies or replaces such statement. Any       
statements so modified or superseded shall not be deemed, except as so modified 
or superseded, to constitute a part of this Prospectus.                         

 The Company hereby undertakes to provide without charge to each
person, including any beneficial owner of the Common Stock, to whom this        
Prospectus is delivered, on written or oral request of any such person, a copy  
of any or all of the foregoing documents incorporated herein by reference       
(other than exhibits to such documents). Written or oral requests for such      
copies should be directed to Attention: Investor Relations, Lumen Technologies, 
Inc., 555 Theodore Fremd Avenue, Rye, Suite B-302, New York 10580, telephone    
(914) 967-9400.                                                                 

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THE COMPANY 

GENERAL                                                                         

    Lumen Technologies, Inc., a Delaware corporation (the "Company" or
Lumen"), is a manufacturer and marketer of products and systems for specialty   
light source markets. On March 12, 1998, the company completed the merger of    
ILC Technology, Inc. ("ILC") into a wholly-owned subsidiary of the Company (the 
"ILC Merger"), and on March 11, 1998 the Company consummated the Bolle Spinoff  
(as defined below). Prior to March 12, 1998, the Company was known as BEC Group,
Inc. ("BEC"). The Company was incorporated on December 28, 1995, under the name 
BEC Group, Inc., as a wholly owned subsidiary of Benson Eyecare Corporation, a  
Delaware corporation ("Benson"). As a result of the ILC Merger and the Bolle    
Spinoff (as defined below), the Company is presently positioned to focus on its 
specialty lighting and related businesses. Although the consummation of these   
transactions occurred after the end of the fiscal year reported herein, the     
information set forth in the Annual Report on Form 10-K is limited to the       
Company's continuing businesses as constituted as of the date hereof, without   
descriptive narrative of discontinued operations. Financial Statements          
incorporated herein reflect the Bolle operations as discontinued, but do not    
reflect the ILC Merger.                                                         

  The Company was formed in connection with the Essilor Merger (as
defined below), pursuant to which Benson stockholders received all of the       
outstanding shares of common stock of the Company in a pro rata distribution    
(the "BEC Spinoff"). The BEC Spinoff and merger of Essilor Acquisition          
Corporation with and into Benson (the "Essilor Merger") occurred on May 3, 1996 
(the "Effective Date"). On May 3, 1996, Benson also consummated the sale to the 
Monsanto Company of the assets of its Orcolite ophthalmic lens manufacturing    
operation (the "Asset Sale"). Prior to the BEC Spinoff, Benson contributed to   
the Company all of the assets of its then non-prescription eyewear and optics   
related businesses and the Company assumed all of the liabilities of Benson's   
non prescription eyewear and optics related businesses.                         

   In December 1996, the Company sold to Foster Grant Holdings, Inc.
("Holdings") all of the issued and outstanding shares of capital stock of the   
entities comprising the Foster Grant Group ("FGG"). Holdings, a Delaware        
corporation, is a subsidiary of Accessaries Associates, Inc. ("AAI"), a Rhode   
Island corporation.                                                             

   Following the divestiture of its prescription eyewear business in
May 1996 in connection with the Essilor Merger and Asset Sale and the sale of   
FGG in December 1996, the Company had two core businesses: ORC Technologies,    
Inc ("ORC"), which manufactures and distributes lightning, electronic and       
electroformed products to a diverse customer base, and Bolle America, Inc.      
("Bolle America"), the exclusive marketer and distributor of Bolle (Registered  
Trademark) premium sunglasses, sport shields and goggles in the U.S., Mexico    
and Costa Rica. On July 10, 1997, the Company, through its then subsidiary      
Bolle Inc. ("Bolle") acquired                                                   

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Holdings B.F. ("Bolle France"), a French holding company owning the Bolle       
(Registered Trademark) trademark and Bolle design and manufacturing rights      
worldwide, together with certain additional distribution rights. The Company    
thereby combined in Bolle worldwide rights to the Bolle (Registered Trademark)  
trademark and brand and the associated design manufacturing rights, as well as  
substantial worldwide distribution network.                                     

       Effective March 11, 1998, the Company distributed to its stockholders
of record as of such date, on a pro rata basis, all of the Company's equity     
interest in Bolle and the Bolle business (the "Bolle Spinoff"). The Company's   
stockholders of record on that date received one share of Bolle common stock    
for every three shares of the Company's common stock then held. In connection   
with the Bolle Spinoff, the Company assigned to Bolle, and Bolle assumed, all   
of the Company's business, assets and liabilities then existing, other than     
those relating to the Company's specialty lighting business, ORC Electronics    
Products and ORC Electroformed Products and certain additional assets and       
liabilities retained by the Company. The Bolle operations are, for accounting   
purposes, treated as discontinued operations in the consolidated financial      
statements incorporated herein.                                                 

    On March 12, 1998, the Company effected the merger of ILC with and
into BILC Acquisition Corp., a wholly owned subsidiary of the Company pursuant  
to the terms of an Agreement and Plan of Merger, dated as of October 30, 1997,  
as amended (the ILC Merger Agreement"). ILC designs, develops, manufactures and 
markets high intensity lamps and lighting products for the medical, industrial, 
aerospace, scientific, entertainment and military industries. The Company also  
holds 50% of the outstanding common stock of Voltarc Technologies, Inc., a      
Delaware corporation ("Voltarc") and an option to acquire the remaining equity  
of Voltarc. Voltarc also is engaged in the design, manufacture and distribution 
of specialty lighting products.                                                 

BUSINESS AND PRODUCTS                                                           

      The Company conducts its core business primarily through its primary
subsidiaries, ORC and ILC which are involved in the design, manufacture and     
distribution of specialty lighting products.                                    

      ORC's operations consists of three related businesses located at the
Company's facilities in Azusa, California: Lighting Products, Electronic        
products and Electroformed Products. ILC's operations are located at the        
Company's facilities in Sunnyvale, California and through its wholly owned      
subsidiary, Q-Arc, located in Cambridge, England.                               

     The Company's specialty lighting operations design, manufacture and
market lighting products for the medical, industrial, aerospace, scientific,    
entertainment, cinema and military industries. Its products are used in a       
variety of applications, including high intensity illumination systems and      
mini-systems that incorporate lamps, optics and electronic systems. Lamps for   
the industrial market are used in photo exposure systems, specialty lighting    

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applications and in various other high technology equipment. The medical market 
is serviced with fiber optic illumination components and systems used with      
medical endoscopes as illumination for diagnostic and minimally invasive        
surgical procedures. Products include a specially designed ceramic lamp with    
integral parabolic reflector, optical components, power supply and fiber optic  
illumination systems. The Company supports the worldwide cinema market with a   
wide range of short-arc xenon lamps used in projectors and buildings, stadium   
and theater lighting.                                                           

    The Company's products include pulsed and direct current arc lamps
that are designed to satisfy a wide variety of laser and industrial             
applications requiring rigorous, high-performance standards ("flashlamps");     
Cermax (Registered Trademark) lamps, which are short arc xenon lamps that are   
optically pre-aligned, encased in a safe ceramic body bonded to a metallized    
sapphire window, and are capable of transmitting the full spectrum from         
infrared to UV wavelengths and fully-encased and open frame power supplies,     
lamp holders, fiber optic light sources and other equipment to support its      
Cermax (Registered Trademark) product line; high intensity lamps for video      
projection utilizing the Company's proprietary Daymax (Registered Trademark)    
and Cermax (Registered Trademark) technologies and, mercury xenon short arc     
lamps which are used to expose patterns during the fabrication of semiconductor 
products ("Stepper lamps"). The Company's other products include mercury        
capillary lamps, Daymax (Registered Trademark) metal halide lamps and products  
for the aerospace and military markets.                                         

    The primary market for the Company's Cermax (Registered Trademark)
product line is fiber optic illumination for medical procedures such as         
endoscopy. The market for Cermax (Registered Trademark) lightsources and        
related equipment used in endoscopy is composed of two segments: a              
high-intensity or critical segment and a low-intensity or non-critical segment. 
Critical endoscopy applications require high-intensity Cermax (Registered       
Trademark) lightsources with specialized power supplies. The low-intensity      
market is dominated by manufacturers of halogen lightsources. Ancillary         
industrial uses for Cermax (Registered Trademark) lightsources include          
illuminating areas that are difficult to inspect, such as nuclear reactors or   
jet engines; also analytical instruments, and, spot UV curing lightsources.     
Daymax (Registered Trademark) lamps simulate stable daylight conditions. These  
products are used primarily in the entertainment business. Applications         
include: indoor and outdoor lighting for motion picture and television          
productions, high speed and special effects lighting, concert and stadium       
lighting and theatrical lighting. The Company also has developed a series of    
integral low-power metal halide lamps (less than 500 watts) for commercial      
projection, stage and medical applications. The Company also manufactures       
mercury capillary lamps using technology and processes that are similar to      
those developed for stepper lamps. The primary applications for mercury         
capillary lamps include the photolithography of grid patters on color           
television screens and printed circuit boards for computers. In the aerospace   
market, the Company offers standard, modified and customer systems covering the 
visible, infrared and UV spectrum to meet each space lighting requirement. The  
Company is the only domestic manufacturer of space lighting qualified to serve  
NASA and other government agencies in Japan and Europe. The Company's products  
for the military market include infrared lamps used by the military on tanks    
and aircraft to deflect offensive heat seeking missiles.                        

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       ORC Electronic Products manufactures photoexposure systems, including
the Opti-Beam (Registered Trademark) and ProForm (Registered Trademark) lines.  
These highly sophisticated systems are used in the production of high density,  
fine-line circuit boards, microcircuits, flexible circuits and flat panel       
displays. The business has focused on the upper end of the market where its     
proprietary optics technology, vision alignment systems and superior automated  
material handling capabilities allow for imaging fine line circuitry with       
exceptional throughput.                                                         

   ORC Electroformed Products supplies a wide range of electroformed
products to a variety of industrial customers. Its products include (i)         
electroformed nickel and copper components such as cold shields, flashlight and 
search light reflectors, abrasion resistant shields for use on airplane and     
helicopter rotor blades and highly polished spheres, parabolas and ellipses for 
industrial uses and, (ii) tooling used in the manufacture of hard resin and     
polycarbonate ophthalmic lenses.                                                

* * * 

       The Company's principal executive offices are located at 555 Theodore
Fremd Avenue, Rye, New York, 10580. Its telephone number is (914) 967-9400.     

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RISK FACTORS

The Shares of Common Stock being offered hereby involve a high degree of risk   
and prospective purchasers of Common Stock offered hereby should carefully      
consider the following specific factors as well as other information contained  
in this Prospectus prior to making an investment decision.                      

EFFECTS OF THE ILC MERGER                                                       

       The realization of the benefits sought from the ILC Merger depends on
the ability of the Company to use product development capabilities, sales and   
marketing capabilities, administrative organizations and facilities better than 
either ILC or the Company could do separately. There can be no assurance that   
these benefits will be achieved or that the activities of the Company and ILC   
will be coordinated in a timely and efficient manner. Combining the operations  
of the two companies to realize the potential strategic benefits of the ILC     
Merger also will require the dedication of management resources, which may      
temporarily distract such person's attention from the day-to-day business of    
the individual companies. There can be no assurance that the integration will   
be completed without disrupting the Company's or ILC's business. Any inability  
of Company to better use resources or to achieve such combination in a timely   
and coordinated fashion could result in a material adverse effect on Company's  
financial condition, operating results and cash flows.                          

    It is expected that the Company will incur additional expenses due
the ILC Merger which reflects the costs of combining the two companies. If the  
anticipated savings in operating costs are not achieved, or if the ILC Merger   
has other adverse effects that are not currently anticipated, the ILC Merger    
could result in a reduction in per share earnings of the Company as computed to 
the per share earnings that either or both the Company or ILC would have        
achieved if the ILC Merger had not occurred. Furthermore, even if the results   
of the ILC Merger are as anticipated, there can be no assurance that future     
earnings will not be adversely affected by any number of economic, market or    
other factors that are not related to the ILC Merger.                           

RISKS ASSOCIATED WITH FUTURE ACQUISITIONS                                       

      A key element of the Company's growth strategy is the acquisition of
businesses and assets that will complement its current businesses. There can be 
no assurance that the Company will be able to identify attractive acquisition   
opportunities, obtain financing for acquisitions on satisfactory terms or       
successfully acquire identified targets. In addition, there can be no assurance 
that the Company will be successful in integrating acquired businesses into its 
existing operations or that such integration will not result in unanticipated   
liabilities or unforeseen operational difficulties, which may be material, or   
require a disproportionate amount of management's attention. Such acquisitions  
may result in the Company incurring additional                                  

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indebtedness or issuing preferred stock or additional Common Stock. There can   
be no assurance that competition for acquisition opportunities in the industry  
will not escalate, thereby increasing the cost to the Company of making         
acquisitions or causing the Company to refrain from making further              
acquisitions.                                                                   

ACCOUNTING TREATMENT                                                            

      The Company's total goodwill and intangible assets are approximately
$44.4 million. These assets are currently being amortized at a rate of          
approximately $1.1 million a year. This amortization expense will act to        
decrease the Company's income over the life of the assets being amortized.      
The carrying value of long lived assets will be reviewed regularly and there    
is no guarantee that the Company will not suffer a significant charge in the    
future from the impairment of long lived assets. The Company may continue to    
acquire businesses using purchase accounting which may create more intangible   
assets and goodwill amortization. While the Company believes its accounting     
treatment for goodwill and intangible assets has been and will continue to be   
appropriate, there can be no assurance that additional goodwill and intangible  
amortization or write-offs will not have a material adverse effect on the       
Company's results of operations.                                                

INTENSE COMPETITION                                                             

        The markets for Company's products are highly competitive. Many of the
Company's competitors have established operating histories, are larger than the 
Company and have financial and other resources substantially greater than those 
of the Company. There can be no assurance that changes in market conditions or  
price competition will not adversely affect the Company's operations in the     
future and that the Company will be able to compete successfully.               

ENVIRONMENTAL CONTINGENCIES                                                     

      The Company's operations will be subject to federal, state and local
laws and regulations governing, among other things, emissions to air, discharge 
to waters and the generation, handling, storage, transportation, treatment and  
disposal of waste and other materials as well as laws relating to occupational  
health and safety. The Company believes that its business, operations and       
facilities are being operated in compliance in all material respects with       
environmental and health and safety laws and regulations, many of which provide 
for substantial fines and criminal sanctions for violations. However, the       
operations of manufacturing plants entail risks in these areas, and there can   
be no assurance that the Company will not incur material costs or liabilities.  
In addition, potentially significant expenditures could be required to comply   
with evolving environmental and health and safety laws, regulations or          
requirements that may be adopted or imposed in the future.                      

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DEPENDENCE UPON NEW PRODUCT INTRODUCTIONS                                       

     The Company's future success may depend upon its ability to develop
and introduce innovative products, and there can be no assurance of the         
Company's ability to do so. Even if new products are developed for a particular 
type of lighting fixture or application, such products may not be commercially  
successful. In addition, competitors occasionally have followed the Company's   
introduction of successful products with similar product offerings. As a result 
of these and other factors, there can be no assurance that the Company will be  
successful in introducing new products in a timely and cost-effective manner,   
or that any new products will achieve or sustain market acceptance.             

LIMITED PROTECTION OF INTELLECTUAL PROPERTY RIGHTS                              

     The Company will rely on trade secret protection, trademark, patent
and intellectual property laws to protect its rights to certain aspects of its  
products, including proprietary manufacturing processes and technologies,       
product research and concepts and trademarks, all of which the Company believes 
are important to the success of its products and its competitive position.      
There can be no assurance that the actions taken by the Company to protect its  
proprietary rights will be adequate to prevent imitation of its products,       
processes or technology; that the Company's proprietary information will not    
become known to competitors; that the Company can effectively protect its       
rights to unpatented proprietary information; or, that others will not          
independently develop substantially equivalent or better products that do not   
infringe on the Company's intellectual property rights. No assurance can be     
given that others will not assert rights in, and ownership of, the patents and  
other proprietary rights of the Company.                                        

CYCLICAL RESULTS                                                                

    The industries in which the Company operates have been cyclical in
nature and historically experienced periodic downturns. Such downturns are      
characterized by diminished product demand, erosion of average selling prices   
and production over-capacity. The Company may also experience substantial       
period-to-period fluctuations in future operating results due to industry       
conditions or events occurring in the general economy. Even during periods of   
reduced revenues, in order to remain competitive, the Company will be required  
to continue to invest in research and development and to maintain extensive     
ongoing worldwide customer service and support capability.                      

RESTRICTED DIVIDEND POLICY                                                      

       Neither the Company nor its predecessors have paid any cash dividends
in the past (except for the stock dividends associated with the corporate       
reorganizations of BEC). The Company does not currently intend to declare or    
pay any dividends on the shares of the                                          

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Company's Common Stock. Pursuant to the terms of its credit facility, the       
Company is generally restricted from issuing dividends without the consent of   
its lenders.                                                                    

VOLATILITY OF STOCK PRICE                                                       

    The market price of the Common Stock may be subject to significant
fluctuations in response to variations in quarterly operating results and other 
factors. In addition, the securities markets have experienced significant price 
and volume fluctuations from time to time in recent years that have often been  
unrelated or disproportionate to the operating performance of particular        
companies. These broad fluctuations may adversely affect the market price of    
the Common Stock.                                                               

OPERATIONAL ISSUES ARISING FROM RAPID GROWTH THROUGH ACQUISITIONS               

   The Company has been formed through a series of acquisitions. The
Company intends to continue this strategy of aggressive growth through          
strategic acquisitions. Historically, this strategy increased the               
Company's asset base and debt significantly.                                    

        The management of the entities acquired has required and will continue
to require, among other things, continued development of financial and          
management controls, further controls of operating expenses as well as other    
costs, increased marketing activities and the training of new personnel. There  
can be no assurance that the Company will be able to successfully manage this   
growth and development. As the Company continues this strategy of growth        
through acquisitions, there can be no assurance that the Company will be able   
to identify other suitable acquisition candidates on acceptable terms, that it  
will be able to obtain the necessary financing for any future acquisitions or   
that it will be able to effectively and profitably integrate into the Company   
any operations that are acquired in the future. Additionally, there can be no   
assurance that any future acquisitions will not have a material adverse effect  
on the Company's operating results or on the market price of the Company's      
Common Stock, particularly during the period immediately following such         
acquisitions.                                                                   

DEPENDENCE ON KEY PERSONNEL                                                     

       The Company's business will be managed by a small number of executive
officers and key employees, most of whom have employment contracts with the     
Company. Although the Company will maintain $10 million of key man life         
insurance on the life of Martin E. Franklin, its Chairman of the Board, the     
loss of his services or the services of other executive officers or key         
employees could have a material adverse effect on the Company. The Company      
believes that its future success will depend in large part on its ability to    
attract and retain highly skilled and qualified personnel. Although the Company 
will aggressively seek to attract and retain such personnel, there can be no    
assurance that its recruiting efforts will be successful.                       

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POTENTIAL ANTI-TAKEOVER EFFECT OF CERTAIN CHARTER PROVISIONS                    

    The Company has 500,000 shares of authorized blank check preferred
stock. The Company's Board of Directors is authorized to determine the price,   
rights, preferences, privileges and restrictions, including voting rights, of   
the shares of blank check preferred stock without any further vote or action by 
the Company's stockholders. The rights of the holders of Company Common Stock   
will be subject to, and may be adversely affected by, the rights of the holders 
of any preferred stock that may be issued in the future. The issuance of        
preferred stock, while providing desirable flexibility in connection with       
possible acquisitions and other corporate purposes, could have the effect of    
making it more difficult for a third party to acquire a majority of the         
outstanding voting stock of the Company. The blank check preferred stock could  
be issued to a third party selected by management or used as the basis for a    
stockholders' rights plan, which could have the effect of deterring a potential 
acquirer. The ability of the Company's Board of Directors to establish the      
terms and provisions of different series of preferred stock could discourage    
unsolicited takeover bids from third parties.                                   

DILUTIVE EFFECT OF THE CONVERSION OF CONVERTIBLE NOTES                          

    As of July 29, 1998, $12.6 million of the Company's 8% Convertible
Subordinated Notes (the "Convertible Notes") remain outstanding. The holders of 
these Convertible Notes will retain their conversion rights, at an adjusted     
conversion price of approximately $9.88 per share. The shares issuable upon any 
such conversion have been registered under the Securities Act and accordingly,  
will be freely tradable without restriction. In addition, the accrued interest  
on the Convertible Notes is payable in cash or stock at the Company's option.   
If the accrued interest is paid in stock, such stock would have a further       
dilutive effect on Company stockholders.                                        

CERTAIN REGULATORY MATTERS                                                      

      Certain of the products sold by the Company must comply with quality
control standards set by various governmental entities, including the Food and  
Drug Administration (the "FDA"). The FDA regulates the manufacture and sale of  
ophthalmic products under the Federal Food, Drug and Cosmetic Act, as amended   
by the 1976 Medical Device Amendments and certain subsequent amendments.        
Recently, the FDA has become more restrictive in the regulatory process and has 
increased its surveillance over existing products and manufacturing facilities. 
The FDA has authority to suspend or remove a product from the market or to      
cause a manufacturer to cease operations either at a facility or company-wide   
if it deems a product or a manufacturing process to be outside regulatory       
guidelines.                                                                     

RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS                                  

   The Company has international operations and sales. International
business is subject to a number of special risks, including foreign government  
regulations, unexpected changes in, or                                          

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imposition of, regulatory requirements, tariffs, import and export restrictions 
and other barriers and restrictions, longer payment cycles, greater difficulty  
in collecting accounts receivable, potentially adverse tax consequences, the    
burdens of complying with a variety of foreign laws, general geopolitical       
risks, such as political and economic instability, hostilities with neighboring 
countries and changes in diplomatic and trade relationships, and other factors  
beyond the control of the Company. The Company's products, including those sold 
internationally, are routinely invoiced and paid for in U.S. dollars. An        
increase in the value of the U.S. dollar relative to foreign currencies could   
make the Company's products more expensive and, therefore, potentially less     
competitive in foreign markets.                                                 

SHARES ELIGIBLE FOR FUTURE SALE                                                 

      Sales of substantial numbers of shares of the Company's Common Stock
in the public market in the future could adversely affect the market price of   
the Company's Common Stock and could impair the Company's ability to raise      
additional capital through the sale of its equity securities. As of the date    
hereof, there were 20,710,586 shares of the Company's Common Stock outstanding. 
All of such shares are or will be freely tradeable without restriction under    
the Securities Act, except for certain volume limitations and manner of sale    
requirements that apply to shares of the Company's Common Stock held by         
affiliates of the Company and former affiliates of ILC. As of the date hereof,  
the Company had outstanding under the Plan options to purchase up to            
approximately 3,608,325 shares of the Company's Stock. A significant portion of 
the options could be exercisable at prices below the market prices for the      
Company's Common Stock. Since the Company in the past has issued, and the       
Company may continue to issue, a significant number of shares of the Company's  
Common Stock in connection with acquisitions or otherwise, the number of        
outstanding shares of the Company's Common Stock that are likely to be eligible 
for sale in the future could increase significantly.                            

        In addition, as of the date hereof 1,278,517 shares of Company's Stock
will be issuable upon the conversion of the Convertible Notes. Ths shares       
issuable upon any such conversion have been registered under the Securities Act 
and accordingly, will be freely tradable without restriction. In addition, the  
accrued interest on the Convertible Notes is payable in cash or stock at the    
Company's option. If the accrued interest is paid in stock, such stock would    
have a further dilutive effort on the Company's stockholders.                   

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SELLING STOCKHOLDERS

       The Shares of Common Stock covered by this Prospectus will be offered
by an undetermined number of officers and directors of the Company who are      
deemed affiliates of the Company and who have or may acquire Shares under the   
Plan. The names of the Selling Stockholders currently known and the amount of   
Shares that they will offer for sale, are set forth below. The names of         
additional selling stockholders and the amount of Shares to be offered by sale  
by such additional Selling Stockholders, will be added by a Post-Effective      
Amendment to this Prospectus. There is no assurance that any of such Selling    
Stockholders will offer for sale or sell any or all of the Company's Common     
Stock offered by them pursuant to this Prospectus.                              

                                                        [Enlarge/Download Table]

                                                                  PERCENTAGE                
                            NUMBER OF                             OF COMMON    PERCENTAGE OF
                             SHARES                   NUMBER OF     STOCK          COMMON   
                           OWNED PRIOR   NUMBER OF  SHARES TO BE  OWNED PRIOR   STOCK TO BE 
                             TO THE      SHARES TO   OWNED AFTER    TO THE      OWNED AFTER 
NAME OF SELLER             OFFERING(1)  BE OFFERED  THE OFFERING   OFFERING     THE OFFERING
--------------             --------     ----------  ------------   --------     ------------
                                                                                            
Martin E. Franklin        1,033,432(2)   1,058,750     647,807        4.9%           3.1%   
Chairman of the Board                                                                       

Richard D. Capra            312,338(3)     308,588       3,750        1.5%            *     
 Chief Executive Officer                                                                    

Ian G.H. Ashken             228,125(4)     375,000     100,000        1.1%            *     
 Chief Financial Officer                                                                    
 and Assistant Secretary                                                                    

Harrison H. Augur           136,660(5)     120,210      16,450         *              *     
 Director                                                                                   

George B. Clairmont         392,127         10,000     392,127        1.9%           1.9%   
 Director                                                                                   

David L. Moore               10,487(6)      16,250       7,675         *              *     
 Director                                                                                   

William T. Sullivan         189,048(7)     157,500      41,548         *              *     
 Director                                                                                   


----------------------                                                          

*Less than 2%                                                                   

(1) Shares not outstanding but deemed beneficially owned by virtue of the right 
of an individual to acquire them within 60 days upon the exercise of an 
option are treated as outstanding for purposes of determining beneficial
   ownership and the percent beneficially owned by such individual and for the
executive officers and directors as a group.                            

(2) Includes 402,250 shares that Mr. Franklin has a right to acquire within 60  
  days upon the exercise of options. Excludes 7,691 shares held in trust for
Mr. Franklin's minor children, as to which shares Mr. Franklin disclaims
beneficial ownership.                                                   

(3) Includes 308,588 shares that Mr. Capra has right to acquire within 60 days  
upon exercise of options.                                               

(4) Includes 121,875 shares that Mr. Ashken has a right to acquire within 60    
  days upon the exercise of options. Excludes 2,500 shares held in trust for
Mr. Ashken's minor children, as to which shares Mr. Ashken disclaims    
beneficial ownership.                                                   

(5) Includes 110,210 shares that Mr. Augur has right to acquire within 60 days  
upon exercise of options.                                               

(6) Includes 2,500 shares that the Director has a right to acquire within 60    
days upon the exercise of options.                                      

(7) Includes 147,500 shares that Mr. Sullivan has a right to acquire within 60  
  days upon the exercise of options and 848 shares with respect to which Mr.
Sullivan shares voting and investment power with his spouse.            

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PLAN OF DISTRIBUTION

      The Selling Stockholders (or their pledgees, donees, transferees, or
other successors in interest) from time to time may sell all or a portion of    
the Shares "at the market" to or through a marketmaker or into an existing      
trading market, in private sales, including direct sales to purchasers, or      
otherwise at prevailing market prices or at negotiated or fixed prices. By way  
of example, and not by way of limitation, the Shares may be sold by one or more 
of the following methods: (a) a block trade in which the broker or dealer so    
engaged will attempt to sell the Shares as agent but may purchase and resell a  
portion of the block as principal to facilitate the transaction; (b) purchases  
by a broker or dealer as principal and resale by such broker or dealer for its  
account pursuant to this Prospectus; (c) an exchange distribution in accordance 
with the rules of such exchange; and (d) ordinary brokerage transactions and    
transactions in which the broker solicits purchasers. In effecting sales,       
brokers or dealers engaged by the seller may arrange for other brokers or       
dealers to participate. Brokers or dealers will receive commissions or          
discounts from the seller in amounts to be negotiated immediately prior to the  
sale. Such brokers or dealers and any other participating brokers or dealers    
may be deemed to be "underwriters" within the meaning of the Securities Act in  
connection with such sales. In addition, any securities covered by this         
Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act 
may be sold under Rule 144 rather than pursuant to this Prospectus.             

      The Selling Stockholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the Shares   
against certain liabilities, including liabilities arising under the Securities 
Act. Any commissions paid or any discounts or concessions allowed to any such   
broker-dealer which purchases Shares as principal or any profits received on    
the resale of such Shares may be deemed to be underwriting discounts and        
commissions under the Securities Act.                                           

      In order to comply with certain state securities law, if applicable,
the Common Stock will not be sold in a particular state unless the Common Stock 
has been registered or qualified for sale in such state or an exemption from    
registration or qualification is available and is complied with.                

       Each Selling Stockholder will deliver a Prospectus in connection with
the sale of the Shares.                                                         

EXPENSES

All expenses of this Offering, including the expenses of the  
registration of the Shares of Common Stock offered hereby, will be borne by the 
Company. It is estimated that the total amount of such expenses will not exceed 
$30,000.                                                                        

USE OF PROCEEDS 

     The Company will receive no proceeds from the sale of the Shares of
Common Stock by the Selling Stockholders, but will receive funds from the sale  
of stock to the Selling Stockholders, which funds will be used by the Company   
for working capital.                                                            

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LEGALITY

 Certain legal matters in connection with the securities offered
hereunder will be passed upon for the Company by Kane Kessler, P.C., 1350       
Avenue of the Americas, New York, New York 10019.                               

EXPERTS 

       The financial statements incorporated in this Prospectus by reference
to the Company's Annual Report on Form 10-K for the year ended December 31,     
1997 have been so incorporated in reliance on the report of                     
PricewaterhouseCoopers LLP, independent accountants, given on the authority of  
said firm as experts in accounting and auditing.                                

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       This Prospectus contains information concerning the Company, but does
not contain all of the information set forth in the Registration Statement and  
the Exhibits relating thereto, which the Company has filed with the Securities  
and Exchange Commission, Washington, D.C., under the Securities Act of 1933, as 
amended, and to which reference is hereby made.                                 

------------------- 
TABLE OF CONTENTS 

                                                          Page
                                                          ----

AVAILABLE INFORMATION..............................................  2          

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE....................  3          

THE COMPANY........................................................  5          

RISK FACTORS.......................................................  9          

SELLING STOCKHOLDERS............................................... 15          

PLAN OF DISTRIBUTION............................................... 16          

EXPENSES........................................................... 16          

USE OF PROCEEDS.................................................... 16          

LEGALITY........................................................... 17          

EXPERTS............................................................ 17          

------------------- 

     No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus and, 
if given or made, such information or representation must not be relied upon as 
having been authorized by the Company. This Prospectus does not constitute an   
offer to sell or a solicitation of an offer to buy any of the securities        
offered hereby in any jurisdiction to any person to whom it is unlawful to make 
such offer in such jurisdiction. Neither the delivery of this Prospectus nor    
any sale made hereunder shall under any circumstances create any implication    
that there have been no changes in the affairs of the Company since the date    
hereof.                                                                         

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PART II 

Item 3. Incorporation of Documents by Reference                                 

The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Company are incorporated as of their       
respective dates in this Registration Statement by reference:                   

        1. The Company's Registration Statement on Form S-1 (the "Registration
     Statement"), filed with the Commission on March 5, 1996 (Reg.
No.33-33186).                                           

   2. The description of the Company's Common Stock contained in the
    Company's Registration Statement including any amendments or
   reports filed for the purpose of updating such description.

3. Description of the Company's common Stock contained in the 
   Company's Registration Statement on Form 8-A filed with the
        Commission on May 3, 1996 pursuant to Section 12 of the Exchange
         Act, including any amendments or reports filed for the purpose of
updating such description.                              

       4. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.                                      

        5. The Company's Current Reports on Form 8-K (Date of Event - July 10,
       1997) filed on July 24, 1997, Form 8-K/A filed on September 22,
        1997 and Form 8-K/A-2 filed on January 15, 1998 and Form 8-K/A-3
filed on February 6, 1998.                              

        6. The Company's Current Report on Form 8-K (Date of Event - March 11,
1998) filed on March 26, 1998.                          

7. The Company's Registration Statement on Form S-4, declared 
 effective by the Commission on February 6, 1998 (Reg. No.
333-40519).                                             

  8. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998.                            

9. The Company's proxy statement filed with the Commission on 
July 9, 1998.                                           

       All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, subsequent to the date of  
this Registration Statement and 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, are incorporated by reference 
in this registration statement and are a part hereof from the date of filing    
such documents. Any                                                             

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statement contained in a document incorporated or deemed to be incorporated by  
reference herein 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 document which also is or is deemed to be       
incorporated by reference herein 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.                                              

Not applicable.                                                       

Item 5. Interests of Named Experts and Counsel.                                 

Not applicable.                                                       

Item 6. Indemnification of Directors and Officers.                              

  Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a Delaware corporation to 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 (other than an action by or in the right of such corporation) by  
reason of the fact that such person is or was a director, officer, employee or  
agent of such corporation, or is or was serving at the request of such          
corporation as a director, officer, employee or agent of another corporation or 
enterprise. A corporation may, in advance of the final disposition of any       
civil, criminal, administrative or investigative action, suit or proceeding,    
pay the expenses (including attorneys' fees) incurred by any officer, director, 
employee or agent in defending such action, provided that the director or       
officer undertakes to repay such amount if it shall ultimately be determined    
that he is not entitled to be indemnified by the corporation. A corporation may 
indemnify such person against expenses (including attorneys' fees), judgments,  
fines and amounts paid in settlement actually and reasonably incurred by such   
person in connection with such action, suit or proceeding if he acted in good   
faith and in a manner he reasonably believed to be in or not opposed to the     
best interests of the corporation, and, with respect to any criminal action or  
proceeding, had reasonable cause to believe his conduct was unlawful.           

         A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation to procure a judgment in its favor 
under the same conditions, except that no indemnification is permitted without  
judicial approval if the officer or director is adjudged to be liable to the    
corporation. Where an officer or director is successful on the merits or        
otherwise                                                                       

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in the defense of any action referred to above, the corporation must indemnify  
him against the expenses (including attorneys' fees) which he actually and      
reasonably incurred in connection therewith. The indemnification provided is    
not deemed to be exclusive of any other rights to which an officer or director  
may be entitled under any corporation's by-law, agreement, vote or otherwise.   
In accordance with Section 145 of the DGCL, Lumen Technologies, Inc. (the       
"Company") Restated Certificate of Incorporation, as amended (the "Restated     
Certificate") and Article VI, Sections 1-3, of the Company's By-laws (the       
"By-laws"). The Company 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 or 
suit, proceeding or claim by or in the right of the Company to procure a        
judgment in its favor by reason of the fact that he is or was a director,       
officer, employee or agent of the Company, or is or was serving at the request  
of the Company as a director, officer, employee or agent of another             
corporation, partnership, joint venture, trust, employee benefit plan or other  
enterprises against expenses (including attorney's fees and expenses) actually  
and reasonably incurred by him and to the extent permitted by applicable law in 
connection with the defense or settlement of such action or suit if he acted in 
good faith and in a manner he reasonably believed to be in or not opposed to    
the best interests of the Company; except that no indemnification shall be made 
in respect of any claim, issue or matter as to which such person shall have     
been adjudged to be liable to the Company unless and only to the extent that    
the Court of Chancery or the court in which such action or suit was brought     
shall determine upon application that, despite the adjudication of liability    
but in view of all the circumstances of the case, such person is fairly and     
reasonably entitled to indemnification for such expenses and amounts which the  
Court of Chancery or such other court shall deem proper.                        

       Any indemnification under the By-laws Article VI (unless ordered by a
court) shall be made by the Company only as authorized in the specific case     
upon a determination that indemnification of the director, officer, employee or 
agent is proper in the circumstances because he has met the applicable standard 
of conduct set forth in the By-laws. Such determination and other               
determinations under the By-laws shall be made (i) by the Board of Directors of 
the Company by a majority vote of a quorum consisting of directors who were not 
parties to such action, suit or proceeding, or (ii) if such a quorum is not     
obtainable, or, even if obtainable, a quorum of disinterested directors so      
directs, by independent legal counsel in a written opinion, or (iii) by the     
stockholders. To the extent, however, that a director or officer, employee or   
agent of the Company has been successful on the merits or otherwise in defense  
of any claim, issue or matter therein, he shall be indemnified against expenses 
(including attorneys' fees and expenses) actually and reasonably incurred by    
him in connection therewith, without the necessity of authorization in the      
specific case.                                                                  

      Section 9 of Article VI of the By-laws provides that the Company may
purchase and maintain insurance on behalf of its directors, officers, employees 
and agents against any liabilities asserted against such persons arising out of 
such capacities.                                                                

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      The Company has entered into indemnification agreements with each of
its current directors and certain of its officers and other key personnel,      
pursuant to which the Company has agreed to indemnify each indemnitee to the    
fullest extent authorized by law, against any and all damages, judgments,       
settlements and fines ("losses") in connection with any action, suit,           
arbitration or proceedings, or any inquiry or investigation, whether brought by 
or in the right of the Company or otherwise, whether civil, criminal,           
administrative, investigative or other, or any appeal therefrom, by reason of   
an indemnitee's serving as a director of the Company. An indemnitee is not      
entitled to indemnification for any losses that are (i) based or attributable   
to the indemnitee gaining in fact any personal profit or advantage to which the 
indemnitee is not entitled, (ii) for the return by the indemnitee of any        
remuneration paid to the indemnitee without the previous approval of the        
stockholders of the Company which is illegal, (iii) for violations of Section   
16 of the Securities Exchange Act of 1934 or similar provisions of state law,   
(iv) based upon knowingly fraudulent, dishonest or willful misconduct and (v)   
not permitted to be covered by applicable law. The agreements provide that the  
indemnification under the agreement is not exclusive of any other rights the    
indemnitee may have under the Restated Certificate, the By-Laws, the DGCL or    
any agreement or vote of shareholders.                                          

Item 7. Exemption from Registration Claimed.                                    

Not applicable.                                                       

Item 8. Exhibits.                                                               

Number                           Description                                    
------                           -----------                                    
4.2  1996 Stock Incentive Plan of the Company (Amended and Restated as of       
March 11, 1997)*                                                      

5.1  Opinion of Kane Kessler, P.C.                                              

23.1 Consent of Kane Kessler, P.C. (included in Exhibit 5.1)                    

23.2 Consent of PricewaterhouseCoopers LLP                                      

24.1 Power of Attorney (contained on the signature page hereto)                 

-----------------------------------                                             

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* Incorporated by reference to the Company's Registration Statement/Joint Proxy 
Statement on Form S-4 declared effective by the Securities and Exchange     
Commission on February 6, 1998 (No. 333-40519).                             

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Item 9. Undertakings.                                                           

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 of 1933;                         

           (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 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 15(d) of the Exchange   
Act (and, where applicable, each filing of an employee benefit plan's annual    
report pursuant to 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.                                                          

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      (C) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is   
sent or given, the latest annual report to security holders that is             
incorporated by reference in the prospectus and furnished pursuant to and       
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act;    
and, where interim financial information required to be presented by Article 3  
of Regulation S-X are not set forth in the prospectus, to deliver or cause to   
be delivered to each person to whom the prospectus is sent or given, the latest 
quarterly report that is specifically incorporated by reference in the          
prospectus to provide such interim financial information.                       

  (D) 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 Securities and Exchange  
Commission such indemnification is against public policy as expressed in the    
Securities 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         
Securities Act and will be governed by the final adjudication of such issue.    

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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 New York, State of New York, on the 3rd day of  
August, 1998.                                                                   

                                                        LUMEN TECHNOLOGIES, INC.

                                                       By: /s/ Martin Franklin
                                                           -------------------
                                                      Name:  Martin Franklin
                                               Title: Chairman

   We, the undersigned officers and directors of Lumen Technologies,
Inc., and each of us, do hereby constitute and appoint Martin E. Franklin and   
Ian G.H. Ashken, or any of them, our true and lawful attorneys and agents, each 
with full power of substitution, to do any and all acts and things in our name  
and behalf in our capacities as directors or officers and to execute any and    
all instruments for us and in our names in the capacities listed below, which   
attorneys and agents, or any of them, may deem necessary or advisable to enable 
said corporation to comply with the Securities Act, as amended, and any rules,  
regulations, and requirements of the Securities and Exchange Commission, in     
connection with the Registration Statement, including specifically, but without 
limitation, power and authority to sign for us or any of us in our names in the 
capacities indicated below, any and all amendments (including post-effective    
amendments) hereto; and we do hereby ratify and confirm all that said attorneys 
and agents, or their substitute or substitutes, or any of them, shall do or     
cause to be done by virtue thereof.                                             

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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 and on the dates indicated.                                   

                                                                [Download Table]


Signature                            Title                       Date     
---------                            -----                       ----     
                                                                          

/s/ Martin E. Franklin    Chairman of the Board of          August 3, 1998
------------------------  Directors (Principal Executive                  
Martin E. Franklin        Officer)                                        

/s/ Richard D. Capra                                                      
------------------------  Chief Executive Officer           August 3, 1998
Richard D. Capra          and Director                                    

/s/ Ian G.H. Ashken                                                       
------------------------  Chief Financial Officer           August 3, 1998
Ian G.H. Ashken           (Principal Financial and                        
                          Accounting Officer),                            
                          Assistant Secretary and Director                

/s/ David L. Moore                                                        
------------------------  Director                          August 3, 1998
David L. Moore                                                            

/s/ William T. Sullivan                                                   
------------------------  Director                          August 3, 1998
William T. Sullivan                                                       

/s/ Harrison H. Augur                                                     
------------------------  Director                          July 8, 1998  
Harrison H. Augur                                                         

/s/ Henry C. Baumgartner                                                  
------------------------  Director                          July 13, 1998 
Henry C. Baumgartner                                                      

/s/ George B. Clairmont                                                   
------------------------  Director                          August 3, 1998
George B. Clairmont                                                       

/s/ Nora A. Bailey                                                        
------------------------  Director                          July 8, 1998  
Nora A. Bailey                                                            


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EXHIBIT INDEX 

DESCRIPTION 
----------- 

THE FOLLOWING DOCUMENTS ARE INCORPORATED BY REFERENCE:                          

4.1  1996 Stock  Incentive  Plan of the Company  (Amended  and  Restated as of  
October 30,  1997)  (Incorporated  by  reference to Exhibit 4.6 of the
 Company's Registration Statement/Joint Proxy Statement on Form S-4 (No.
333-40519))                                                           

THE FOLLOWING DOCUMENTS ARE FILED HEREWITH:                                     

PAGE                                                                            
-----                                                                           
5.1*  Opinion of Kane Kessler, P.C. regarding the legality of the Common        
Stock being registered                                              

23.1* Consent of Kane Kessler, P.C. regarding the legality of the Common        
Stock being registered (included in Exhibit 5.1)                    

23.2* Consent of Price Waterhouse LLP                                           

24.1* Power of Attorney (included in the signature page hereto)                 

-------------------------------                                                 
*  Filed herewith.                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		8/4/98		1		5
		8/3/98		31
		7/29/98		2		17
		7/13/98		31
		7/9/98		7		23			DEF 14A
		7/8/98		31
		3/31/98		7		23			10-Q
		3/26/98		7		23			8-K,  SC 13D/A
		3/12/98		9		10
		3/11/98		7		23			8-K
		2/6/98		7		27			8-K/A
		1/15/98		7		23			8-K/A
		12/31/97		7		23			10-K,  NT 10-K
		10/30/97		10		32
		9/22/97		7		23			8-K/A
		7/24/97		7		23			8-K
		7/10/97		7		23			8-K,  8-K/A,  DEF 14A
		3/11/97		1		26
		5/3/96		7		23
		3/5/96		7		23
		12/28/95		9
									List all Filings