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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 1997 Stock Option 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 172,500 Shares(1) $8.53 $1,471,425 $434
=============================== ===================== ====================== ===================== ===================
</TABLE>
(1) Represents the number of shares of Common Stock authorized for issuance
under the Applied Films Corporation 1997 Stock Option 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 shares subject to outstanding but unexercised options, the price is
computed on the basis of the exercise price. For the remaining shares
under the Plan and for the purpose of computing the registration fee
only, the price shown is based upon the price of $8.53 per share, 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.
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<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
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(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
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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
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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
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EXHIBIT INDEX
The following exhibits are filed as a part of the Registration Statement:
Exhibit 4 Applied Films Corporation 1997 Stock Option Plan, as amended
by First Amendment to the Applied Films Corporation 1997
Stock Option Plan, incorporated by reference to Exhibit 10.2
to the Registrant's Form S-1 Registration Statement
(No. 333-35331)
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
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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 1997 Stock Option 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, 172,500 shares of the
Company's common stock for issuance pursuant to the Company's 1997 Stock Option
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 172,500 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
