SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
APPLIED FILMS CORPORATION
(Name of registrant as specified in its charter)
(Name of person(s) filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee Paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule, or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>
NOTICE OF SPECIAL MEETING AND PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
JANUARY 15, 2001
APPLIED FILMS CORPORATION
LONGMONT, COLORADO
<PAGE>
APPLIED FILMS CORPORATION
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Dear Shareholders:
The Special Meeting of Shareholders of Applied Films Corporation will be
held at 9586 I-25 Frontage Road, Longmont, Colorado 80504, on Monday, January
15, 2001, at 9:00 A.M., local time, for the following purposes:
1. To consider and vote upon a proposal to amend the Amended and Restated
Articles of Incorporation of the Company to increase the authorized
common stock from 10,000,000 shares to 40,000,000 shares, without par
value.
2. To transact such other business as may properly come before the
meeting or at any adjournment thereof.
Shareholders of record at the close of business November 29, 2000, will be
entitled to vote at the meeting or any adjournment thereof.
Whether or not you expect to be present in person at this meeting, you are
urged to sign the enclosed Proxy and return it promptly in the enclosed
envelope. If you do attend the meeting and wish to vote in person, you may do so
even though you have submitted a Proxy.
Dated: December 11, 2000
Longmont, Colorado
/s/ Lawrence D. Firestone
Lawrence D. Firestone, Secretary
<PAGE>
Dated: December 11, 2000
APPLIED FILMS CORPORATION
9586 I-25 FRONTAGE ROAD
LONGMONT, COLORADO 80504
------------------
PROXY STATEMENT
For the Special Meeting of Shareholders
to be held January 15, 2001
------------------
SOLICITATION OF PROXIES FOR SPECIAL MEETING
This Proxy Statement is furnished to the Shareholders of Applied Films
Corporation (the "Company") in connection with the solicitation by the Board of
Directors of proxies to be used at the Special Meeting of Shareholders which
will be held at 9586 I-25 Frontage Road, Longmont, Colorado 80504, January 15,
2001, at 9:00 A.M., local time.
The Special Meeting is being held for the following purposes:
1. To consider and vote upon a proposal to amend the Amended and
Restated Articles of Incorporation of the Company to increase the
authorized common stock from 10,000,000 shares to 40,000,000
shares, without par value.
2. To transact such other business as may properly come before the
meeting or at any adjournment thereof.
If a proxy in the form distributed by our Board of Directors is properly
executed and returned to us, the shares represented by the proxy will be voted
at the Special Meeting of Shareholders and at any adjournment of that meeting.
Where shareholders specify a choice, the proxy will be voted as specified. If no
choice is specified, the shares represented by the proxy will be voted FOR the
proposal described in the proxy. Shares not voted at the meeting, whether by
abstention, broker non-vote, or otherwise, will not be treated as votes cast at
the meeting. Votes cast at the meeting and submitted by proxy will be tabulated
by our transfer agent.
A proxy may be revoked prior to its exercise by delivering a written notice
of revocation to the Secretary of our Company, executing and delivering a proxy
of a later date or attending the meeting and voting in person. Attendance at the
meeting does not automatically act to revoke a proxy.
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On November 27, 2000, there were outstanding 6,048,865 total shares of
Common Stock. The record date for determining the shareholders entitled to vote
at the Special Meeting is November 29, 2000. Shares cannot be voted unless the
shareholder is present at the meeting or is represented by proxy.
Security Ownership of Certain Beneficial Owners. The following table sets
forth as of November 27, 2000, information concerning persons known to
management who may be deemed to be beneficial owners of more than 5% of our
common stock.
<TABLE>
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Common Stock
------------------- ---------------------- --------------
<S> <C> <C>
Navellier & Associates
One East Liberty 500,000(1) 8%
Third Floor
Reno, NV 89501
Maple Row Management, Inc. 427,700(2) 7%
112 Rowayton Avenue
Rowayton, Connecticut 06853
Friess Associates, Inc. 409,300(3) 7%
3908 Kennett Pike
Greenville, DE 19807
Cecil Van Alsburg 345,317(4) 6%
9586 I-25 Frontage Road
Longmont, Colorado 80504
John S. Chapin 320,726(5) 5%
9586 I-25 Frontage Road
Longmont, Colorado 80504
Suffolk Capital Management, Inc.
1633 Broadway, 40th Floor 324,537(6) 5%
New York, NY 10019
</TABLE>
NOTES
(1) Navellier and Associates disclosed to us on behalf of its investment
advisory clients that it had acquired beneficial ownership of 500,000
shares of Common Stock as of August 21, 2000, and that it believed that
its beneficial ownership remained at 500,000 shares of Common Stock as
of September 6, 2000. Navellier and Associates has sole power to
dispose of and vote all such shares.
(2) In a Schedule 13G, dated March 27, 2000, and delivered to us, Maple Row
Management disclosed on behalf of its investment advisory clients that
it had acquired beneficial ownership of 323,200 shares of Common Stock.
Additional information provided to us indicates that Maple Row
Management subsequently increased its beneficial ownership by 104,500
shares of Common Stock, bringing its total beneficial ownership as of
2
<PAGE>
September 6, 2000, to 427,700 shares of Common Stock. Maple Row
Management has sole power to dispose of and vote all such shares.
(3) In a Schedule 13G, dated August 8, 2000, and delivered to us, Friess
Associates, Inc. disclosed on behalf of its investment advisory
clients that it had acquired beneficial ownership of 409,300 shares of
Common Stock. Friess Associates, Inc. has sole power to dispose of and
vote all such shares.
(4) Includes (i) 306,317 shares held by Mr. Van Alsburg, (ii) 1,000 shares
held by Mr. Van Alsburg's spouse, and (iii) options to purchase 38,000
shares of Common Stock exercisable within 60 days.
(5) Includes (i) 114,603 shares held by Mr. Chapin, (ii) 170,714 shares
held by the John Chapin Family Trust, of which Mr. Chapin is the
Trustee, and (iii) options to purchase 35,409 shares of Common Stock
exercisable within 60 days.
(6) In a Schedule 13F, dated July 5, 2000, and delivered to us, Suffolk
Capital Management, Inc. disclosed on behalf of its investment
advisory clients that it had acquired beneficial ownership of 324,537
shares of Common Stock. Suffolk Capital Management has sole power to
dispose of and vote all such shares.
Security Ownership of Management. The following table shows, as of November
27, 2000, the number of shares beneficially owned by each of the Company's
directors, each of the Named Executives identified in the executive compensation
tables of the Company's Annual Meeting Proxy Statement dated September 21, 2000,
and by all Directors and Executive Officers as a group. Except as described in
the notes following the table, the following persons have sole voting and
dispositive power as to all of their respective shares.
<TABLE>
Amount and Nature of Percent of
Name Beneficial Ownership Common Stock
----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Thomas T. Edman................................................. 45,859(1) *
Graeme Hennessey................................................ 35,409(2) *
Lawrence D. Firestone........................................... 9,550(3) *
C. Richard Condon............................................... 43,125(4) *
Richard P. Beck................................................. 4,455(5) *
John S. Chapin.................................................. 320,726(6) 5%
Vincent Sollitto, Jr............................................ 3,455(7) *
Chad D. Quist................................................... 3,455(8) *
Cecil Van Alsburg............................................... 345,317(9) 6%
All Executive Officers and Directors as a Group (8 persons)..... 768,226(10) 12%
----------------------------------------------------------------------------------------------------------------
</TABLE>
* Denotes ownership of less than one percent.
3
<PAGE>
(1) Includes (i) 6,700 shares held by Mr. Edman and (ii) options to
purchase 39,159 shares of Common Stock exercisable within 60 days.
(2) Consists of options to purchase 35,409 shares of Common Stock within
60 days.
(3) Includes (i) 50 shares held by Mr. Firestone's children, and (ii)
options to purchase 9,500 shares of Common Stock exercisable within 60
days.
(4) Includes (i) 8,716 shares held by Mr. Condon and (ii) options to
purchase 34,409 shares of Common Stock exercisable within 60 days.
(5) Includes (i) 1,000 shares held by Mr. Beck jointly with his spouse,
and (ii) options to purchase 3,455 shares of Common Stock exercisable
within 60 days.
(6) Includes (i) 114,603 shares held by Mr. Chapin, (ii) 170,714 shares
held by the John Chapin Family Trust, of which Mr. Chapin is the
Trustee, and (iii) options to purchase 35,409 shares of Common Stock
exercisable within 60 days.
(7) Consists of options to purchase 3,455 shares of Common Stock
exercisable within 60 days.
(8) Consists of options to purchase 3,455 shares of Common Stock
exercisable within 60 days.
(9) Includes (i) 306,317 shares held by Mr. Van Alsburg, (ii) 1,000 shares
held by Mr. Van Alsburg's spouse, and (iii) options to purchase 38,000
shares of Common Stock exercisable within 60 days.
(10) Includes options to purchase 167,842 shares exercisable within 60
days.
4
<PAGE>
PROPOSED INCREASE IN AUTHORIZED COMMON STOCK
The Company's Board of Directors has proposed that the first paragraph of
Article III of the Company's Articles of Incorporation (the "Articles") be
amended to read as follows:
The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is forty one
million (41,000,000) shares, of which forty million
(40,000,000) shares shall be common stock without par value
and one million shares (1,000,000) shares shall be preferred
stock, without par value. The shares of preferred stock may be
divided into one or more series.
This amendment will increase the Company's authorized common stock from
10,000,000 shares to 40,000,000 shares of common stock without par value. The
purpose of the amendment is to provide additional shares of common stock for
future issuance. The Board of Directors believes it desirable to increase the
authorized number of shares of common stock in order to provide the Company with
adequate flexibility in corporate planning and strategies. The availability of
additional common stock for issuance could be used for a number of purposes,
including corporate financing, future acquisitions, stock dividends, stock
splits, stock options, and other stock-based compensation. There are currently
no specific plans, agreements or understandings regarding the issuance of any of
the additional shares of common stock that would be available if this proposal
is approved. Such additional authorized shares may be issued for such purposes
and for such consideration as the Board of Directors may determine without
further shareholder approval, unless such action is required by applicable law
or the rules of the Nasdaq stock market or any stock exchange on which the
Company's securities may be listed.
On October 18, 2000, the Company announced that it had entered into a
definitive agreement to acquire the Large Area Coating Division of Unaxis
Holding Ltd. of Zurich, Switzerland. As part of the purchase price, Unaxis
Holding Ltd. will receive 673,353 shares of the Company's common stock. The
Company has sufficient authorized shares to complete the transaction with Unaxis
even if the proposed increase in authorized shares is not approved. Closing of
the acquisition is subject to numerous conditions and there is no assurance that
it will be completed.
The additional shares of common stock for which authorization is sought
would be part of the existing class of common stock, and, to the extent issued,
would have the same rights and privileges as the shares of common stock
presently outstanding. Ownership of shares of the Company's common stock confers
no preemptive rights.
The increase in the authorized but unissued shares of common stock which
would result from adoption of the proposed amendment could have a potential
anti-takeover effect with respect to the Company, although management is not
presenting the proposal for that reason and does not presently anticipate using
the increased authorized shares for such a purpose. The potential anti-takeover
effect of the proposed amendment arises because it would enable the Company to
issue additional shares of common stock up to the total authorized number with
the effect that the shareholdings and related voting rights of then existing
shareholders would be diluted to an extent proportionate to the number of
additional shares issued.
The affirmative vote of the holders of a majority of the outstanding shares
of common stock of the Company is required for approval of the proposed
amendment. Unless otherwise directed by a shareholder's proxy, the persons named
as proxy voters in the accompanying proxy will vote FOR the amendment.
The Board of Directors recommends a vote "FOR" the approval of the proposed
amendment to the Company's Amended and Restated Articles of Incorporation to
increase the number of shares of authorized common stock.
5
<PAGE>
MISCELLANEOUS
The management is not aware of any other matter to be presented for action
at the meeting. However, if any such other matter is properly presented for
action, it is the intention of the persons named in the accompanying forms of
proxy to vote thereon in accordance with their best judgment.
The cost of soliciting proxies in the accompanying forms will be borne by
the Company. In addition to solicitation by mail, proxies may be solicited in
person, or by telephone or telegraph, by some regular employees of the Company.
The above Notice and Proxy Statement are sent by order of the Board of
Directors.
December 11, 2000
Cecil Van Alsburg
CHAIRMAN OF THE BOARD
::ODMA\PCDOCS\GRR\506723\1
6
<PAGE>
PROXY
APPLIED FILMS CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) Larry D. Firestone and Thomas T. Edman as
Proxies, each with the power to appoint a substitute, and hereby authorizes them
to represent and to vote, as designated herein, all of the shares of common
stock of Applied Films Corporation held of record by the undersigned on November
29, 2000, at the Special Meeting of Shareholders to be held on January 15, 2001,
or at any adjournment thereof.
When properly executed, this proxy will be voted in the manner directed by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE ELECTION OF THE LISTED NOMINEES.
1. Approval of the amendment to the 2. In their discretion, the Proxies
Amended and Restated Articles of are authorized to act upon such
Incorporation to increase the other business as may properly
authorized common stock from come before the meeting
10,000,000 shares to 40,000,000
shares.
I plan to attend the meeting.
FOR AGAINST
[ ] [ ] YES NO
[ ] [ ]
SIGNATURE(S)___________________________________________Date:____________________
NOTE: Please sign your name as it appears hereon. When shares are held
jointly, each holder should sign. When signing for an estate, trust or
corporation, the title and capacity should be stated. Persons signing
as attorneys-in-fact should submit powers of attorney.
::ODMA\PCDOCS\GRR\507221\1
