FORM 10-K/A
AMENDMENT TO CURRENT REPORT
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 3, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ________
Commission file number 23103
APPLIED FILMS CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO 84-1311581
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9586 I-25 Frontage Road, Longmont CO 80504
(Address of principal executive offices) (ZipCode)
Registrant's telephone number, including area code: (303) 774-3200
Securities registered pursuant to Section 12(b) of the Act:
Name of Exchange
Title of Each Class on Which Registered
Common Stock Nasdaq National Market
Securities registered pursuant to Section 12(g) of the Act: None
(Title of Class)
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. _X_
The aggregate market value of the common stock held by non-affiliates of the
Registrant, based on a per share price of $3.625 as of September 1, 1999, was
$12,633,568. As of September 1, 1999, there were outstanding 3,493,398 shares of
the Company's Common Stock (no par value).
Documents Incorporated by Reference: Portions of the Company's Proxy Statement
for the Annual Meeting of Shareholders to be held October 26, 1999 are
incorporated by reference into Part III of this Report.
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of Applied
Films Corporation:
We have audited the accompanying consolidated balance sheets of APPLIED FILMS
CORPORATION (a Colorado corporation) and subsidiary as of July 3, 1999 and June
27, 1998 and the related consolidated statements of operations, stockholders'
equity and cash flows for the fiscal years ended July 3, 1999, June 27, 1998 and
June 28, 1997. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Applied
Films Corporation and subsidiary, as of July 3, 1999 and June 27, 1998, and the
consolidated results of their operations and their cash flows for the fiscal
years ended July 3, 1999, June 27, 1998 and June 28, 1997, in conformity with
generally accepted accounting principles.
/s/ Arthur Andersen LLP
Denver, Colorado,
July 27, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.
APPLIED FILMS CORPORATION
By: /s/ Thomas T. Edman
Thomas T. Edman, President
October 20, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amended report has been signed by the following persons in the capacities
indicated on October 20, 1999.
Signatures Title
President, Chief Executive Officer
/s/Thomas T. Edman and Director (principal executive
Thomas T. Edman officer)
/s/Lawrence D. Firestone Chief Financial Officer and
Lawrence D. Firestone Treasurer (principal accounting
and financial officer)
/s/ John S. Chapin* Director
John S. Chapin
/s/ Cecil Van Alsburg* Director
Cecil Van Alsburg
/s/ Chad D. Quist* Director
Chad D. Quist
/s/ James A. Knister* Director
James A. Knister
/s/ Richard P. Beck* Director
Richard P. Beck
*By /s/Thomas T. Edman
Thomas T. Edman, Attorney in Fact
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EXHIBIT INDEX
Exhibit No. Description
3.1* Amended and Restated Articles of Incorporation of Applied
Films Corporation are incorporated by reference to Exhibit
3.1 of Registrant's Registration Statement on Form S-1, as
amended (Reg. No. 333-35331).
3.2* Amended and Restated Bylaws of Applied Films Corporation are
incorporated by reference to Exhibit 3.2 of Registrant's
Registration Statement on Form S-1, as amended (Reg. No.
333-35331).
4.1* Specimen common stock certificate is incorporated by
reference to Exhibit 4.1 of Registrant's Registration
Statement on Form S-1, as amended (Reg. No. 333-35331).
10.1* 1993 Stock Option Plan is incorporated by reference to
Exhibit 4 of Registrant's Registration Statement on Form S-8
(Reg. No. 333-51175).
10.2* 1997 Stock Option Plan is incorporated by reference to
Exhibit 10.2 of Registrant's Registration Statement on Form
S-1, as amended (Reg. No. 333-35331).
10.3* Employee Stock Purchase Plan is incorporated by reference to
Exhibit 10.3 of Registrant's Registration Statement on Form
S-1, as amended (Reg. No. 333-35331).
10.4* Form of Indemnity Agreement between Registrant and each of
itsDirectors and Executive Officers is incorporated by
reference to Exhibit 10.4 of Registrant's Registration
Statement on Form S-1, as amended (Reg. No. 333-35331).
10.5* Lease Agreement dated January 30, 1998, between 9586 East
Frontage Road, Longmont, CO 80504 LLC and Registrant is
incorporated by reference to Exhibit 10.9 of Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended
December 27, 1997.
10.6* Agreement, dated as of November 18, 1997, between Nippon
Sheet Glass Co., Ltd., NSG Fine Glass Co., Ltd. and
Registrant is incorporated by reference to Exhibit 10.8 of
Registrant's Annual Report on Form 10-K for the fiscal year
ended June 27, 1998.
10.7* Amended and Restated Credit Agreement, dated as of September
17, 1999, between Registrant and Bank One, Michigan.
10.8* Security Agreement dated June 30, 1994, between Registrant
and Bank One, Michigan, formerly NBD Bank, is incorporated
by reference to Exhibit 10.5 of Registrant's Registration
Statement on Form S-1, as amended (Reg. 333-35331).
11.1* Statement re: computation of per share earnings.
21.1* Subsidiary of Applied Films Corporation is incorporated by
reference to Exhibit 21 of Registrant's Registration
Statement on Form S-1, as amended (Reg. No. 333-35331).
23.1 Consent of Arthur Andersen LLP.
24.1* Power of Attorney (included on page 48). 27.1* Financial
Data Schedule (EDGAR filing only).
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* Previously filed
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Exhibit 23.1
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 this Form
10-K/A and to the incorporation of our report into the Company's previously
filed Registration Statement File Numbers 333-47951, 333-47967 and 333-51175.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Denver, Colorado
October 18, 1999
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