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As filed with the Securities and Exchange Commission on January 25, 2000 -
Registration No. 333-47967
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
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)
9586 I-25 Frontage Road, Longmont, Colorado 80504
(Address of Principal Executive Offices) (Zip Code)
Applied Films Corporation 1997 Stock Option Plan
(Full Title of the Plan)
Lawrence D. Firestone, 9586 I-25 Frontage Road, Longmont, Colorado 80504,
(303) 774-3246
(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(3) Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock 100,000 Shares (1)(2) $14.97 $1,497,000 $395
========================================================================================================================
</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) 175,500 shares of Common Stock were previously registered when the Form
S-8 (Registration No. 333-47967) was filed on March 13, 1998. The
purpose of this Amendment No. 1 is to register an additional 100,000
shares of Common Stock which have been reserved for issuance pursuant
to approvals received at the Applied Films Corporation Annual Meeting
of Shareholders held October 26, 1999.
(3) 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 $14.97 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 January 21, 2000, 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>
INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-8 (Registration No.
333-47967) filed on March 13, 1998 are incorporated by reference.
PURPOSE OF AMENDMENT NO. 1
The purpose of this Amendment No. 1 is to register an additional 100,000
shares of Common Stock which have been reserved for issuance under the Applied
Films Corporation 1997 Stock Option Plan (the "Plan") pursuant to approvals
received at the Applied Films Corporation Annual Meeting of Shareholders held
October 26, 1999. At that meeting, the Shareholders approved the Second
Amendment to the Applied Films Corporation 1997 Stock Option Plan (the "Second
Amendment") as set forth in the Applied Films Corporation Proxy Statement dated
September 24, 1999. The Second Amendment to the Plan was approved by the Board
of Directors on September 21, 1999. As amended by the Second Amendment, the Plan
provides for the granting of options to key employees of Applied Films
Corporation and its subsidiaries to purchase, in the aggregate, not more than
272,500 shares of Common Stock of Applied Films Corporation.
S-1
<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 Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Longmont, State of Colorado, on the 25th day of
January, 2000.
APPLIED FILMS CORPORATION
By /s/ Thomas T. Edman
Thomas T. Edman, President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas T. Edman and Lawrence D. Firestone, 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 the Registration Statement on Form S-8
(Registration No. 333-47967) 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 Amendment
No. 1 to Registration Statement has been signed below on January 25, 2000, by
the following persons in the capacities indicated.
Signatures Title
/s/ Thomas T. Edman President, Chief Executive Officer and Director
Thomas T. Edman (principal executive officer)
Chief Financial Officer and Treasurer (principal
/s/ Lawrence D. Firestone financial officer and principal accounting officer)
Lawrence D. Firestone
/s/ Richard P. Beck Director
Richard P. Beck
/s/ John S. Chapin Vice President -- Research, Secretary and Director
John S. Chapin
/s/ Vincent Sollitto, Jr. Director
Vincent Sollitto, Jr.
/s/ Chad D. Quist Director
Chad D. Quist
/s/ Cecil Van Alsburg Director
Cecil Van Alsburg
S-2
<PAGE>
CONSENT OF INDEPENDENT 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 27, 1999,
included in Applied Films Corporation's annual report on Form 10-K and Form
10-K/A (Registration No. 000-23103), and to all references to our firm included
in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado
January 24, 2000
S-3
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as a part of the Registration Statement:
Exhibit 4.1 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 4.2 Second Amendment to the Applied Films Corporation 1997 Stock
Option Plan
Exhibit 5 Opinion of Varnum, Riddering, Schmidt & Howlett LLP
Exhibit 23(a) Consent of Arthur Andersen LLP - included on page S-3 hereof
Exhibit 23(b) Consent of Varnum, Riddering, Schmidt & Howlett-included in
Exhibit 5
Exhibit 24 Power of Attorney - included on page S-2 hereof
S-4
<PAGE>
SECOND AMENDMENT TO THE
APPLIED FILMS CORPORATION
1997 STOCK OPTION PLAN
BACKGROUND
1. Effective April 29, 1997, Applied Films Corporation (the "Company")
adopted and approved the Applied Films Corporation 1997 Stock Option Plan (the
"Original Plan").
2. Effective September 19, 1997, the Company adopted and approved the First
Amendment to the Applied Films Corporation 1997 Stock Option Plan (the "First
Amendment", and together with the Original Plan, the "Plan").
3. The Plan provides for the reservation, for purposes of the Plan, of one
hundred seventy-two five hundred (172,500) shares of the Company's common stock,
no par value per share. 4. The Company desires to amend the Plan to provide for
an increased number of shares to be authorized under the Plan.
AGREEMENT
1. The provisions of Section 5 are deleted in their entirety and are
replaced as follows:
Subject to the adjustments as provided in paragraph 6(g), the
aggregate number of shares reserved for purposes of the Plan shall be Two
Hundred Seventy-two Thousand Five Hundred (272,500) shares of the Company's
Common Stock, no par value per share ("Common Stock"). If any outstanding
option under the Plan for any reason expires or is terminated for any
reason before April 29, 2007, the shares allocable to the unexercised
portion of such option may again be subjected to an option under the Plan.
2. The provisions of Section 6(k) shall be deleted in their entirety and
Section 6(l) shall be renumbered as Section 6(k):
3. Except as otherwise set forth herein, the terms of the Plan are hereby
ratified and shall continue in full force and effect.
Approved by the Board of Directors of the Company on September 21, 1999.
APPLIED FILMS CORPORATION
/s/ John S. Chapin
John S. Chapin, Secretary
Approved by the Shareholders of the Company on October 26, 1999.
APPLIED FILMS CORPORATION
/s/ John S. Chapin
John S. Chapin, Secretary
EXHIBIT 4.2
<PAGE>
January 25, 2000
Applied Films Corporation
9586 I-25 Frontage Road
Longmont, Colorado 80504
Re: Amendment No. 1 to Registration Statement on Form S-8
Registration No. 333-47967) Relating to the Applied Films
Corporation 1997 Stock Option Plan
Gentlemen:
With respect to the Amendment No. 1 to Registration Statement on Form S-8
(Registration No. 333-47967) (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, 100,000 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 100,000 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 & HOWLETT LLP
/s/ Varnum, Riddering, Schmidt & Howlett LLP
364649.2
EXHIBIT 5
