<PAGE> 1
As filed with the Securities and Exchange Commission on October 25, 1996
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APPLIED MICROSYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON 7373 91-1074996
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
5020 148th Avenue N.E.
Redmond, Washington 98052
(206) 882-2000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
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Applied Microsystems Corporation
1992 Performance Stock Plan
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A. James Beach, Vice President
and Chief Financial Officer
5020 148th Avenue N.E.
Redmond, Washington 98052
(206) 882-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------
CALCULATION OF REGISTRATION FEE
<TABLE>
======================================================================================================
<S> <C> <C> <C>
Title of Each Class of Amount to be Proposed Maximum Amount of Registration
Securities to Be Registered Registered (1) Aggregate Offering Price (2) Fee
- ------------------------------------------------------------------------------------------------------
Common Stock 250,000 shares $3,359,375 $1,158.41
======================================================================================================
</TABLE>
(1) Plus (i) an indeterminate number of shares of Common Stock that may
become issuable under the Plan as a result of the adjustment provisions
therein, and (ii) if any interests in the Plan constitute separate
securities required to be registered under the Securities Act of 1933,
then, pursuant to Rule 416(c), an indeterminate amount of such interests
to be offered or sold pursuant to the Plan.
(2) Computed pursuant to Rule 457(c) and (h) based on the average of the
high and low sales prices reported by the Nasdaq Stock Market on October
23, 1996.
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated in this Registration Statement
by reference:
1. The Registrant's Registration Statement on Form S-8 filed on April
8, 1996 (Commission File No. 333-3410);
2. The Registrant's Annual Report on Form 10-K filed April 1, 1996
(Commission File No. 33-97002);
3. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, (Commission File No. 0-26778); and
4. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, (Commission File No. 0-26778)
All documents filed by the Registrant with the Commission after the date
of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, before the filing of a post-effective amendment that
indicates that all securities offered pursuant to this Registration Statement
have been sold or that deregisters all securities then remaining unsold, shall
also be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the respective dates of filing of such documents.
Any statement 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
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
II--1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets all 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 Redmond, State of Washington, on this 3rd day of
October, 1996.
APPLIED MICROSYSTEMS CORPORATION
By /s/ A. James Beach
------------------------------------------
A. James Beach
Vice President and Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Robert L. Deinhammer and A. James Beach and each of them severally, his
true and lawful attorneys-in-fact and agents, with full power to act without the
other and with full power of substitution and resubstitution, to execute in his
name and on his behalf, individually and in each capacity stated below, any and
all amendments and post-effective amendments to this Registration Statement, any
and all supplements hereto, and any and all other instruments necessary or
incidental in connection herewith, and to file the same with the Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Robert L. Deinhammer President, Chief Executive October 3, 1996
- ------------------------ Officer (Principal
Robert L. Deinhammer Executive Officer)
/s/ A. James Beach Vice President, Secretary, October 3, 1996
- ------------------------ Treasurer and Chief
A. James Beach Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Anthony Miadich Chairman of the Board of October 3, 1996
- ------------------------ Directors
Anthony Miadich
</TABLE>
II--2
<PAGE> 4
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Elwood D. Howse, Jr. Director October 2, 1996
- -------------------------
Elwood D. Howse, Jr.
/s/ Paul N. Risinger Director October 8, 1996
- -------------------------
Paul N. Risinger
/s/ David E. Stitt Director October 2, 1996
- -------------------------
David E. Stitt
</TABLE>
II--3
<PAGE> 5
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Graham & James LLP/Riddell Williams P.S.
10 Amendment to Applied Microsystems Corporation 1992
Performance Stock Plan (incorporated by reference from
Exhibit 10 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996, File No. 0-26778).
23.1 Consent of Graham & James LLP/Riddell Williams P.S.
(included in Exhibit 5)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24 Powers of Attorney (included on signature pages)
<PAGE> 1
GRAHAM & JAMES LLP/RIDDELL WILLIAMS P.S.
[GRAPHIC OMITTED]
The Pacific Northwest
October 23, 1996 Practice of
Graham & James LLP,
A California Registered
Limited Liability Partnership
Exhibit 5 and 23.1 Including Professional
Corporations
Applied Microsystems Corporation ATTORNEYS
5020 - 148th Avenue N.E. 1001 Fourth Avenue Plaza
Redmond, Washington 98073-9702 Suite 4500
Seattle, WA
RE: FORM S-8 REGISTRATION STATEMENT 98154-1065
Tel (206) 624 3600
Ladies and Gentlemen: Fax (206) 389 1708
We have acted as counsel to you (the "Company") Direct tel
in connection with the preparation of a
Registration Statement on Form S-8 (the GRAHAM & JAMES LLP
"Registration Statement") under the Securities Los Angeles
Act of 1933, as amended (the "Act"), which the Newport Beach
Company will file with the Securities and New York
Exchange Commission, with respect to an aggregate Palo Alto
of 250,000 shares of Common Stock of the Company Sacramento
(the "Shares") issuable upon exercise of options San Francisco
granted or to be granted under the Company's 1992 Seattle
Performance Stock Plan (the "Plan"). Washington, DC
Beijing
We have examined the Registration Statement and Tokyo
such other documents and records as we have Dusseldorf
deemed relevant and necessary for the purpose of London
this opinion. Milan
Based upon and subject to the foregoing, we are DEACONS GRAHAM
of the opinion that the Shares issuable upon & JAMES
exercise of options granted or to be granted Bangkok
under the Plan will, upon due execution by the Hanoi
Company and the registration by its registrars of Ho Chi Minh City
the certificates for the Shares and issuance Hong Kong
thereof by the Company and receipt by the Company Jakarta
of the consideration therefor in accordance with Taipei
the terms of the Plan, be validly issued, fully Brisbane
paid and nonassessable. Canberra
Melbourne
We hereby consent to the filing of this opinion Perth
as an exhibit to the Registration Statement. In Sydney
giving such consent, we do not admit that we are AFFILIATED OFFICES
in the category of persons whose consent is Berlin
required under Section 7 of the Act. Brussels
Bucharest
Very truly yours, Frankfurt
Hamburg
/s/ Benjamin F. Stephens Leipzig
Munich
Benjamin F. Stephens Prague
of Mexico City
GRAHAM & JAMES LLP/RIDDELL WILLIAMS P.S. Jeddah
Kuwait
Riyadh
<PAGE> 1
Exhibit 23.2
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the registration of 250,000 shares of common stock for the
Applied Microsystems Corporation 1992 Performance Stock Plan of our report dated
February 6, 1996, with respect to the consolidated financial statements and
schedule of Applied Microsystems Corporation included in its Annual Report (Form
10-K) for the year ended December 31, 1995 filed with the Securities and
Exchange Commission.
Seattle, Washington
October 21, 1996
