<PAGE> 1
As filed with the Securities and Exchange Commission on November 26, 1997
Registration No. 333-35331
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
APPLIED FILMS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
COLORADO 3674 84-1311581
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) NO.)
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6797 WINCHESTER CIRCLE
BOULDER, COLORADO 80301
(303) 530-1411
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
CECIL VAN ALSBURG
6797 WINCHESTER CIRCLE
BOULDER, COLORADO 80301
(303) 530-1411
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
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<C> <C>
WILLIAM J. LAWRENCE III JAMES C. T. LINFIELD
VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP COOLEY GODWARD LLP
333 BRIDGE ST., N.W. 2595 CANYON BLVD., SUITE 250
GRAND RAPIDS, MI 49504 BOULDER, CO 80302
(616) 336-6000 (303) 546-4000
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
------------------------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
------------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
SUPPLEMENT DATED NOVEMBER 26, 1997
TO
PROSPECTUS DATED NOVEMBER 21, 1997
FOR
1,900,000 SHARES
OF
APPLIED FILMS CORPORATION
COMMON STOCK
(NO PAR VALUE)
On the Prospectus cover and under the captions "The Offering," "Principal
and Selling Shareholders" and "Underwriting," Donnelly Corporation is identified
as a Selling Shareholder. In fact, Donnelly Corporation transferred its
1,400,000 shares in Applied Films Corporation (the "Company") to Donnelly
Technology, Inc., Donnelly Corporation's wholly-owned subsidiary, immediately
prior to the closing between the Company, the Selling Shareholders and the
Underwriters. Therefore, Donnelly Technology, Inc. will be a Selling Shareholder
with respect to 1,400,000 shares offered pursuant to the Prospectus.
THIS SUPPLEMENT MUST BE DELIVERED TOGETHER WITH THE PROSPECTUS REFERRED TO
ABOVE, AND SHOULD BE READ IN CONJUNCTION THEREWITH.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post-Effective Amendment No. 1 to Registration Statement
No. 333-35331 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boulder, State of Colorado, on November 26, 1997.
APPLIED FILMS CORPORATION
By: /s/ CECIL VAN ALSBURG
------------------------------------
Cecil Van Alsburg, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement No. 333-35331 has been
signed by the following persons in the capacities indicated on November 26,
1997.
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<CAPTION>
SIGNATURES TITLE
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<C> <S>
/s/ Cecil Van Alsburg President, Chief Executive Officer and Director
- --------------------------------------------------- (principal executive officer)
Cecil Van Alsburg
/s/ Thomas D. Schmidt* Chief Financial Officer (principal financial
- --------------------------------------------------- officer)
Thomas D. Schmidt
/s/ Roger Smith* Treasurer (principal accounting officer)
- ---------------------------------------------------
Roger Smith
/s/ John S. Chapin* Vice President -- Research, Secretary and
- --------------------------------------------------- Director
John S. Chapin
/s/ C. Richard Condon* Vice President -- Engineering and Director
- ---------------------------------------------------
C. Richard Condon
/s/ J. Dwane Baumgardner* Director
- ---------------------------------------------------
J. Dwane Baumgardner
/s/ James A. Knister* Director
- ---------------------------------------------------
James A. Knister
/s/ Chad D. Quist* Director
- ---------------------------------------------------
Chad D. Quist
*By /s/ Cecil Van Alsburg
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Cecil Van Alsburg, Attorney in Fact
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<PAGE> 4
EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
1.1 * Form of Underwriting Agreement
1.2 Amendment No. 1 to Underwriting Agreement
3.1 * Amended and Restated Articles of Incorporation of Applied
Films Corporation
3.2 * Amended and Restated Bylaws of Applied Films Corporation
4.1 * Specimen common stock certificate
5.1 * Opinion of Varnum, Riddering, Schmidt & Howlett LLP
10.1 * 1993 Stock Option Plan
10.2 * 1997 Stock Option Plan
10.3 * Employee Stock Purchase Plan
10.4 Form of Indemnity Agreement between Registrant and each of
its Directors and Executive Officers
10.5 * Amended and Restated Credit Agreement, dated as of June 30,
1997, together with Security Agreement, dated June 30, 1994,
each between Registrant and NBD Bank
10.6 * Partnership Agreement, dated January 1, 1981, by and among
James R. Loftus, Cecil W. Van Alsburg, Charles Richard
Condon and John S. Chapin, as amended by the Amendment to
Partnership Agreement of Winchester 44 Associates, dated as
of April 14, 1993, by and among James R. Loftus, Cecil W.
Van Alsburg, Charles Richard Condon, John S. Chapin and
Registrant
10.7 * Agreement of Lease, dated July 1, 1993, between Randal
Bjerke and Registrant
10.8 * Lease Agreement, dated April 27, 1995, between Winchester 44
Associates and Registrant
10.9 * Lease, dated June 26, 1997, between Registrant and CFA LLC
11.1 * Statement re: computation of per share earnings
21 * Subsidiary of Applied Films Corporation
23.1 * Consent of Varnum, Riddering, Schmidt & Howlett LLP
(included in opinion filed as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24 * Power of Attorney (included on page II-3)
27 * Financial Data Schedule (EDGAR filing only)
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* Previously filed.
<PAGE> 1
EXHIBIT 1.2
1,900,000 SHARES*
APPLIED FILMS CORPORATION
COMMON STOCK
AMENDMENT NO. 1 TO UNDERWRITING AGREEMENT
November 25, 1997
NEEDHAM & COMPANY, INC.
D.A. DAVIDSON & CO.
As Representatives of the several Underwriters
c/o Needham & Company, Inc.
445 Park Avenue
New York, New York 10022
Ladies and Gentlemen:
On November 20, 1997, Applied Films Corporation, a Colorado corporation
(the "Company"), the stockholders of the Company named in Schedule II (the
"Selling Stockholders") to the Underwriting Agreement, dated November 20, 1997
(the "Underwriting Agreement") and you, acting as representatives of the
Underwriters (the "Representatives") entered into the Underwriting Agreement
whereby the Company proposed to issue and sell 500,000 shares of the Company's
Common Stock, no par value per share (the "Common Stock"), and one of the
Selling Stockholders, Donnelly Corporation ("Donnelly") proposed to sell
1,400,000 shares (the "Selling Stockholder Firm Shares") of Common Stock, in
each case to you and to the several other Underwriters named in Schedule I to
the Underwriting Agreement (collectively, the "Underwriters").
On the date hereof, Donnelly desires to transfer its 1,400,000 shares to
Donnelly Technology, Inc. (the "Transferee"), a corporation duly organized
under the laws of the State of Michigan. The Company, Donnelly, the remaining
Selling Stockholders and the Representatives desire to amend the Underwriting
Agreement to include the Transferee as a party to the Underwriting Agreement
effective as of the date hereof (the "Amendment").
- -------------
* Plus an option to purchase up to an additional 285,000 shares to cover
over-allotments.
<PAGE> 2
In consideration of the mutual promises and covenants hereinafter set
forth and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:
1. Donnelly agrees that it shall remain subject to all of its obligations
under the Underwriting Agreement notwithstanding the transfer of the shares
contemplated hereby, including without limitation, its obligations under
Section 7 relating to indemnification and contribution. For purposes of the
cap on indemnification set forth in Section 7(b) of the Underwriting Agreement,
the purchase price received by the Transferee shall be deemed also to have been
received by Donnelly. The representations and warranties made by Donnelly in
the Underwriting Agreement shall be deemed to be amended to the extent
necessary to reflect that the record ownership of the shares have been
transferred from Donnelly to the Transferee. Donnelly represents that it is
the sole record and beneficial owner of the Transferee.
2. The Transferee agrees to become a party to the Underwriting Agreement
as if an original party thereto effective as of the date set forth above.
Transferee acknowledges and agrees that, as a recipient of the rights under the
Underwriting Agreement, it is subject to certain prospective obligations under
the Underwriting Agreement, including without limitation, obligations relating
to indemnification and contribution, and will execute any document requested of
it by the Company and the Underwriters to reflect these obligations.
3. The Transferee hereby makes the same representations and warranties of
Donnelly that were originally contained in the Underwriting Agreement. The
Company, the Selling Stockholders and the Representatives hereby acknowledge
the Transferee as a party to the Underwriting Agreement, effective and
contingent upon the execution of this Amendment by the Company, the Selling
Stockholders and the Representatives.
4. Notwithstanding the transfer of the shares by Donnelly to the
Transferee, each of Donnelly and the Transferee shall be considered a Selling
Stockholder under the Underwriting Agreement.
This Amendment has been and is made solely for the benefit of the several
Underwriters, the Company, the Selling Stockholders, the Transferee and the
controlling persons, directors and officers referred to in Section 7 of the
Underwriting Agreement, and their respective successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Amendment
Any action required or permitted to be made by the Representatives under
this Amendment may be taken by them jointly or by Needham & Company, Inc.
This Amendment shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed
entirely within such State.
This Amendment may be signed in two or more counterparts with the same
effect as if the signatures thereto and hereto were upon the same instrument.
2.
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In case any provision in this Amendment shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
The Company and the Underwriters each hereby waive any right they may have
to a trial by jury in respect of any claim based upon or arising out of this
Amendment or the transactions contemplated hereby.
Except as specifically amended herein, the Underwriting Agreement shall
continue to remain in full force and effect.
3.
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Please confirm that the foregoing correctly sets forth the agreement among
the Company, the Selling Stockholders, the Transferee and the several
Underwriters.
Very truly yours,
DONNELLY CORPORATION
By: ____________________________
Name: ___________________________
Title: __________________________
DONNELLY TECHNOLOGY, INC.
By:______________________________
Name: ___________________________
Title: __________________________
APPLIED FILMS CORPORATION
By: ____________________________
Name: ___________________________
Title: _________________________
SELLING STOCKHOLDERS
(named in Schedule I hereto)
By: ____________________________
Attorney-in-Fact
Confirmed as of the date first
above mentioned:
NEEDHAM & COMPANY, INC.
D.A. DAVIDSON & CO.
Acting on behalf of themselves and as the Representatives of the
other several Underwriters named in Schedule I to the Underwriting
Agreement.
By: NEEDHAM & COMPANY, INC.
By: _________________________
Title:
4.
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SCHEDULE I
Louise Chapin Trust
Paul Walsh
<PAGE> 1
EXHIBIT 23.2
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
and to all references to our Firm included in or made a part of the
Post-Effective Amendment No. 1 to Form S-1 Registration Statement, No.
333-35331.
Arthur Andersen LLP
Denver, Colorado,
November 26, 1997.
