- --------------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on March 13, 1998 -
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APPLIED FILMS CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-1311581
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6797 Winchester Circle, Boulder, Colorado 80301
(Address of Principal Executive Offices) (Zip Code)
Applied Films Corporation Employee Stock Purchase Plan
(Full Title of the Plan)
Cecil Van Alsburg, 6797 Winchester Circle, Boulder, Colorado 80301,
(303) 530-1411
(Name, address and telephone number, including area code of agent for service)
Copies of Communications to:
William J. Lawrence III
Varnum, Riddering, Schmidt & Howlett LLP
333 Bridge Street, N.W., P.O. Box 352
Grand Rapids, Michigan 49501-0352
(616) 336-6000
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed Proposed
Title of Maximum Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share(2) Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock 30,000 Shares(1) $7.677 $230,310 $68
=============================== ===================== ====================== ===================== =================
</TABLE>
(1) Represents the number of shares of Common Stock authorized for issuance
under the Applied Films Corporation Employee Stock Purchase Plan (the
"Plan"). This Registration Statement also covers such indeterminable
additional number of shares as may be issuable under the Plan by reason
of adjustments in the number of shares covered thereby as described in
the Prospectus.
(2) For the purpose of computing the registration fee only, the price shown
is based upon the price of $7.68 per share, 90% of the average of the
high and low sales prices for the Common Stock of Applied Films
Corporation as reported in the NASDAQ National Market System on March
12, 1998, in accordance with Rule 457(h).
Pursuant to Rule 416(a) of the General Rules and Regulations under the
Securities Act of 1933, this Registration Statement shall cover such additional
securities as may be offered or issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
- --------------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with Rule
428 of the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Applied Films Corporation (the "Company") hereby incorporates by reference
in this Registration Statement the following documents:
(a) The final prospectus filed pursuant to Rule 424(b) with respect to
the Company's Registration Statement on Form S-1 (No. 333-35331),
containing audited consolidated financial statements for the Company's
fiscal years ended June 29, 1996 and June 28, 1997.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), since the end
of the fiscal year covered by the document referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed pursuant to Section 12
of the Exchange Act, including any amendment or report filed or the purpose
of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 7-109-102 through 7-109-110 of the Colorado Business Corporation
Act (the "Act") grant the Registrant broad powers to indemnify any person in
connection with legal proceedings brought against him by reason of his present
or past status as an officer or director of the Registrant, provided with
respect to conduct in an official capacity with the Registrant, the person acted
in good faith and in a manner he reasonably believed to be in the best interests
of the Registrant, with respect to all other conduct, the person believed the
conduct to be in or not opposed to the best interests of the Registrant, and
with respect to any criminal action or proceeding, the person had no reasonable
cause to believe his conduct was unlawful. Indemnification is limited to
reasonable expenses incurred in connection with the proceeding. No
indemnification may be made (i) in connection with a proceeding by or in the
right of the Registrant in which the person was adjudged liable to the
Registrant; or (ii) in connection with any other proceedings charging that the
person derived an improper personal benefit, whether or not involving action in
an official capacity, in which proceeding the
S-1
<PAGE>
person was judged liable on the basis that he derived an improper personal
benefit, unless and only to the extent the court in which such action was
brought or another court of competent jurisdiction determines upon application
that, despite such adjudication, but in view of all relevant circumstances, the
person is fairly and reasonably entitled to indemnity for reasonable expenses as
the court deems proper. In addition, to the extent that any such person is
successful in the defense of any such legal proceeding, the Registrant is
required by the Act to Indemnify him against reasonable expenses.
The Registrant's Amended and Restated Articles of Incorporation contain
provisions which permit the Registrant to indemnify its officers and directors
to the fullest extent permitted by the Colorado Business Corporation Act. The
Registrant has entered into indemnification agreements with each of its
directors and certain of its officers providing for similar indemnification. In
addition to the available indemnification, the Registrant's Amended and Restated
Articles of Incorporation limit the personal liability of the members of its
Board of Directors, subject to certain exceptions, for monetary damages with
respect to claims by the Registrant or its shareholders.
The Registrant's Amended and Restated Bylaws provide that the Registrant
may purchase and maintain insurance on behalf of its directors, officers,
employees, fiduciaries and agents against liability asserted against or incurred
by such persons in any such capacity.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Reference is made to the Exhibit Index which appears on page S-6.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(a) 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, represents a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
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)(i) and
(a) (ii) do not apply if the registration statement is on Form S-3,
Form S-8, or Form F-3, and the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or
Section 15 (d) of Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
S-2
<PAGE>
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(c) 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 bonafide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions 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 Act
and is, therefore, unenforceable. In the event a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or 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 Act and will be governed by the final adjudication of
such issue.
S-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Boulder, State of Colorado, on the 27th day of
February, 1998.
APPLIED FILMS CORPORATION
By /c/ Cecil Van Alsburg
Cecil Van Alsburg, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Cecil Van Alsburg and Thomas D. Schmidt, and each
of them, his or her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing required and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on February 27, 1998, by the
following persons in the capacities indicated.
Signatures Title
/s/ Cecil Van Alsburg President, Chief Executive Officer and Director
Cecil Van Alsburg (principal executive officer)
/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/ Jeffrey K. Fergason Director
Jeffrey K. Fergason
/s/ James A. Knister Director
James A. Knister
/s/ Chad D. Quist Director
Chad D. Quist
S-4
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Applied Films Corporation
As independent public accountants, we hereby consent to incorporation by
reference in this registration statement of our report dated July 22, 1997,
included in Applied Films Corporation's Registration Statement on Form S-1
(Registration No. 333-35331), and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Denver, Colorado
March 12, 1998
S-5
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as a part of the Registration Statement:
Exhibit 4 Applied Films Corporation Employee Stock Purchase Plan, as
amended by the First Amendment to Applied Films Corporation
Employee Stock Purchase Plan and as further amended by the
Second Amendment to Applied Films Corporation Employee Stock
Purchase Plan
Exhibit 5 Opinion of Varnum, Riddering, Schmidt & Howlett LLP
Exhibit 23(a) Consent of Arthur Andersen LLP - included on page S-5 hereof
Exhibit 23(b) Consent of Varnum, Riddering, Schmidt & Howlett-included in
Exhibit 5
Exhibit 24 Power of Attorney - included on page S-4 hereof
S-6
<PAGE>
APPLIED FILMS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Applied Films Corporation Employee Stock
Purchase Plan (the "Plan") is to provide employees of Applied Films Corporation
(the "Company") with a further inducement to continue their employment with the
Company and to encourage its employees to increase their efforts to promote the
best interests of the Company by permitting them to purchase shares of common
stock of the Company (the "Shares"), under such circumstances that the purchase
qualifies as the exercise of an option granted under an employee stock purchase
plan, as defined by Section 423 of the Internal Revenue Code of 1986, as amended
(the "Code").
2. Administration. The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company (the "Committee"). The
Committee shall consist of not less than two members who are not eligible to
participate in the Plan. The Board of Directors may from time to time remove
members from, or add members to, the Committee. Vacancies on the Committee shall
be filled by the Board of Directors. The Committee may establish from time to
time such regulations, provisions and procedures, within the terms of the Plan,
as in the opinion of its members may be advisable in the administration of the
Plan. The Committee shall keep minutes of its meetings. A majority of the
Committee shall constitute a quorum, and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts reduced to or
approved in writing by a majority of the members of the Committee, shall be the
valid acts of the Committee. The interpretation and construction by the
Committee of any provisions of the Plan shall be final and conclusive. Each
person who is or shall have been a member of the Committee shall be indemnified
and held harmless by the Company from and against any cost, liability, or
expense imposed or incurred in connection with such person's or the Committee's
taking or failing to take any action under the Plan. Each such person may rely
on information furnished in connection with the Plan's administration by any
appropriate person or persons.
3. Eligibility. Participation under the Plan shall be open to all active
employees (the "Eligible Employees") of the Company except: (a) employees who
have not been continuously employed by the Company on a full-time basis for at
least 12 months at the beginning of an Option Period (as hereinafter defined);
(b) employees whose customary employment by the Company is for less than 20
hours per week; and (c) employees whose customary employment by the Company is
for not more than 6 months in a calendar year. No option rights shall be granted
under the Plan to any person who is not an Eligible Employee, and no Eligible
Employee shall be granted option rights under the Plan: (x) if such employee,
immediately after receiving the grant of such option rights under the Plan, owns
(under the rules of Section 423(b)(3) and 424(d) of the Code) stock possessing
five percent (5%) or more of the total combined voting power or value of all
classes of stock of the Company; or (b) which permit such employee to purchase
Shares under this Plan and any other employee stock purchase plan of the Company
at option prices aggregating more than Twenty-Five Thousand Dollars ($25,000) of
fair market value of such Shares in any one calendar year, and in no event may
such option rights accrue at a rate which exceeds that permitted by Section
423(b)(8) of the Code.
4. Shares Available for Purchase Under the Plan. Purchases of Shares
pursuant to this Plan may be made out of the Company's presently or hereafter
authorized but unissued Shares, or from outstanding Shares, or part out of each,
as determined by the Board of Directors. The aggregate maximum number of Shares
which may be purchased under the Plan is Thirty Thousand (30,000) Shares;
subject, however, to adjustment as hereinafter set forth. In the event the
Company shall, at any time after the effective date of the Plan, change its
issued Shares into an increased number of Shares, with or without par value,
through a stock dividend or stock split, or into a decreased number of Shares,
with or without par value, through a combination of Shares, then effective with
the record date for such change, the maximum number of Shares which thereafter
may be purchased under the Plan shall be the maximum number of Shares which,
immediately prior to such record date, remained available for purchase under the
Plan, proportionately increased, in the case of such stock dividend or split, or
proportionately decreased, in the case of such combination of Shares. In the
event of any other change affecting Shares, such adjustment shall be made as may
be deemed equitable by the Board of Directors to give proper effect to such
event.
5. Effective Dates. This Plan shall become effective on September 5, 1997,
provided that the Plan has been properly approved by the shareholders of the
Company. The first Option Period under the Plan shall commence on January 1,
1998, and end on March 31, 1998. Thereafter, so long as the Plan remains in
effect, a new Option Period shall commence on the first day of each fiscal
quarter year of the Company and end on the last day of such fiscal quarter year.
EXHIBIT 4
<PAGE>
6. Participation. An employee of the Company who is an Eligible Employee at
or prior to the first day of any Option Period may become a Participant as of
such date by: (a) at least ten (10) days prior to such date, completing and
delivering a payroll deduction Authorization Form (the "Authorization") to the
Company's payroll department; and/or (b) at least thirty (30) days prior to the
last day of the Option Period, completing and delivering to the Company a lump
sum payment form furnished by the Company, accompanied by payment to the Company
in the amount of the lump sum to be credited to the Eligible Employee's Purchase
Account (defined in Section 7). The Authorization will direct a regular payroll
deduction from the Participant's compensation to be made on each of the
Participant's pay dates occurring during each Option Period in which he or she
is a Participant.
7. Payroll Deductions and Lump Sum Payments. The Company will maintain
payroll deduction accounts for all employees who are Participants and who have
filed Authorizations. Payments made by Participants, whether by payroll
deduction or lump sum payment, shall be credited to the Participant's Stock
Purchase Account (the "Purchase Account"). No amounts other than payroll
deductions and lump sum payments authorized under this Plan may be credited to a
Participant's Purchase Account. A Participant may authorize a payroll deduction
in any amount not less than Five Hundred Dollars ($500) in any calendar year,
provided, however, in no event shall payment of any kind for credit to a
Purchase Account by or on behalf of any Participant aggregate more than Ten
Thousand Dollars ($10,000) in any calendar year.
8. Changes in Payroll Deduction. Payroll deductions shall be made for each
Participant in accordance with the Participant's Authorization and shall
continue until the Participant's participation terminates, the Authorization is
revised or revoked, or the Plan terminates. A Participant may, as of the
beginning of any Option Period, increase or decrease the Participant's payroll
deduction within the limits specified in Section 7 by filing a new Authorization
at least ten (10) days prior to the beginning of such Option Period.
9. Termination of Participation-Withdrawal of Funds. A Participant may for
any reason and at any time, on written notice given to the Company prior to the
Participant's last pay date in any Option Period, elect to terminate his or her
participation in the Plan and permanently draw out the balance accumulated in
his or her Purchase Account. Upon any such termination by a Participant, he or
she shall cease to be a Participant, his or her Authorization shall be revoked
effective upon receipt, and the amount to his or her credit in his or her
Purchase Account (exclusive of accounts payable in respect of the exercise of
any option to purchase Shares theretofore granted under the Plan), as well as
any unauthorized payroll deductions made after such revocation, without
interest, shall be promptly refunded in cash to the Employee. An Eligible
Employee who has thus terminated participation in the Plan may thereafter begin
participation in the Plan again only after the expiration of three (3) of the
Company's full fiscal quarters after such termination and withdrawal of funds
occurred. Partial withdrawals of funds shall not be permitted.
10. Purchase of Shares. During each Option Period while this Plan remains
in effect, each Participant shall be granted an option as of the last business
day of that Option Period ("Purchase Date") for the purchase of as many full
Shares, but not less than one (1) full share, as may be purchased with the funds
in his or her Purchase Account. This election shall be automatically made as
provided in this Section unless the Participant terminates participation as
provided in Section 9. The purchase price for each Share purchased shall be
ninety percent (85%) of the fair market value of a Share on the Purchase Date
where fair market value means the closing sale price reported on the NASDAQ
National Market System on the Purchase Date. If no closing sale price is
reported on the NASDAQ National Market System on the Purchase Date, the purchase
price shall be the closing sale price on the next preceding day on which such
price is reported. If such percentage results in a fraction of a cent, the
purchase price shall be increased to the next higher full cent. If, as of each
Purchase Date, the Participant's Purchase Account contains sufficient funds to
purchase at least one (1) or more full Shares, the Participant shall be deemed
to have exercised an option to purchase all such Shares at the purchase price;
the Participant's Purchase Account shall be charged for the amount of the
purchase; and a stock certificate shall be issued to the Participant. As of each
subsequent Purchase Date when sufficient funds have again accrued in the
Participant's Purchase Account to purchase one (1) or more Shares, Shares will
be purchased in the same manner. Any balance remaining in a Participant's
Purchase Account after a Purchase Date will be carried forward into the
following Option Period. Notwithstanding the foregoing, any balance remaining in
a Purchase Account at the termination of the Plan will be automatically refunded
to the Participant in accordance with Section 17.
11. Registration of Certificates. Certificates may be registered only in
the name of the Participant.
4-2
<PAGE>
12. Rights as a Shareholder. None of the rights or privileges of a
shareholder of the Company shall exist with respect to Shares purchased under
this Plan unless and until certificates representing such Shares shall have been
issued.
13. Rights on Retirement, Death or Termination of Employment. In the event
of a Participant's retirement, death or termination of employment, no payroll
deduction shall be taken from any pay due and owing to a Participant at such
time, and the balance in the Participant's Purchase Account shall be paid to the
Participant or, in the event of the Participant's death, to the Participant's
estate.
14. Rights Not Transferable. Rights under this Plan are not transferable by
a Participant and are exercisable only by the Participant during his or her
lifetime.
15. Application of Funds. All funds received or held by the Company under
this Plan may be commingled with other funds and may be used by the Company for
any corporate purpose.
16. Amendment of the Plan. The Board of Directors of the Company may at any
time, or from time to time, amend this Plan in any respect, except that, without
the approval of the Company's shareholders, no amendment shall be made: (a)
increasing the number of Shares approved for purchase under this Plan (other
than as provided in Section 4); (b) decreasing the Purchase Price per Share; or
(c) changing the eligibility requirements for participation in this Plan.
17. Termination of the Plan. Unless sooner terminated as hereinafter
provided, this Plan shall terminate on September 5, 2007. The Company may, by
action of its Board of Directors, terminate the Plan at any time. Notice of
termination shall be given to all then Participants, but any failure to give
such notice shall not impair the termination. Upon termination of the Plan, all
amounts in Purchase Accounts of Participants shall be promptly refunded to the
applicable participants.
18. Governmental Regulations. The Company's obligation to sell and deliver
Shares under this Plan is subject to the approval of any governmental authority
required in connection with the authorization, issuance, or sale of such Shares.
If, at any time, Shares deliverable hereunder are required to be registered or
qualified under any applicable law, or delivery of such Shares is required to be
accompanied or preceded by a prospectus or similar circular, delivery of
certificates for such Shares may be deferred for a reasonable time until such
registrations or qualifications are effected or such prospectus or similar
circular is available.
CERTIFICATION
The foregoing Plan was duly adopted by the Board of Directors on the 10th
day of September, 1997, subject to approval by the Company's shareholders.
/s/ John S. Chapin
Secretary
Applied Films Corporation
4-3
<PAGE>
FIRST AMENDMENT TO
APPLIED FILMS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
This First Amendment to the Applied Films Corporation Employee Stock
Purchase Plan (the "Plan") is effective as of September 10, 1997, pursuant to
action taken by the Board of Directors of Applied Films Corporation, a Colorado
corporation, effective that date.
A. The third sentence of Section 10 of the Plan is hereby amended to read
in its entirety as follows:
The purchase price for each Share purchased shall be ninety percent (90%)
of the fair market value of a Share on the Purchase Date where fair market
value means the closing sale price reported on the NASDAQ National Market
System on the Purchase Date.
B. Except as hereinabove provided, the Plan shall remain in full force and
effect.
CERTIFICATION
The foregoing First Amendment to the Plan was duly adopted by the Board of
Directors as of the 10th day of September, 1997.
APPLIED FILMS CORPORATION
/s/ John S. Chapin
By: John S. Chapin
Its: Secretary
4-4
<PAGE>
SECOND AMENDMENT TO
APPLIED FILMS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
This Second Amendment to the Applied Films Corporation Employee Stock
Purchase Plan (the "Plan") is effective as of January 27, 1998, pursuant to
action taken by the Board of Directors of Applied Films Corporation, a Colorado
corporation, effective that date.
A. The final sentence of Section 7 of the Plan is hereby amended in its
entirety to read as follows:
A Participant may authorize a payroll deduction in any amount not less
than Five Hundred Dollars ($500) in any calendar year, provided, however,
in no event shall payment of any kind for credit to a Purchase Account by
or on behalf of any Participant aggregate more than Five Thousand Dollars
($5,000) in any calendar year.
B. Except as hereinabove provided, the Plan shall remain in full force and
effect.
CERTIFICATION
The foregoing Second Amendment to the Plan was duly adopted by the Board of
Directors as of the 27th day of January, 1998.
APPLIED FILMS CORPORATION
By: /s/ John S. Chapin
John S. Chapin
Its: Secretary
4-5
<PAGE>
March 13, 1998
Applied Films Corporation
6797 Winchester Circle
Boulder, Colorado 80301
Re: Registration Statement on Form S-8 Relating to the
Applied Films Corporation Employee Stock Purchase Plan
Gentlemen:
With respect to the Registration Statement on Form S-8 (the "Registration
Statement"), filed by Applied Films Corporation, a Colorado corporation (the
"Company"), with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended, 30,000 shares of the
Company's common stock for issuance pursuant to the Company's Employee Stock
Purchase Plan (the "Plan"), we have examined such documents and questions of law
we consider necessary or appropriate for the purpose of giving this opinion. On
the basis of such evaluation, we advise you that in our opinion the 30,000
shares covered by the Registration Statement, upon the exercise of stock
options, at the prices described in the Registration Statement, but not less
than the par value thereof, and upon delivery of such shares and payment
therefor in accordance with the terms stated in the Plan and the Registration
Statement, will be duly and legally authorized, issued and outstanding and will
be fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or under the rules and regulations of
the Securities and Exchange Commission relating thereto.
Sincerely,
VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP
/s/ Varnum, Riddering, Schmidt & Howlett LLP
EXHIBIT 5
