As filed with the Securities and Exchange Commission on June 2, 2000 -
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)
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
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 100,000 Shares (1)(2) $21.31 $2,131,000 $563
======================================================================================================================
</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 Form S-8 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 $21.31 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 May 26, 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.
<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 THIS FORM S-8
The purpose of this Form S-8 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-2
<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 on Form S-8 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
April, 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 this Registration Statement on Form S-8 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 o
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below on April 25, 2000, by
the following persons in the capacities indicated.
Signatures Title
/s/ Thomas T. Edman President, Chief Executive Officer and
Thomas T. Edman Director (principal executive officer)
Chief Financial Officer and Treasurer
/s/ Lawrence D. Firestone (principal financial officer and
Lawrence D. Firestone principal accounting officer)
/s/ Richard P. Beck Director
Richard P. Beck
/s/ John S. Chapin Vice President C Research, Secretary and
John S. Chapin Director
/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-3
<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 Registration Statement on Form S-1
(Registration No. 333-95389), and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado
June 1, 2000
S-4
<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-5
<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>
June 2, 2000
Applied Films Corporation
9586 I-25 Frontage Road
Longmont, Colorado 80504
Re: Registration Statement on Form S-8 Relating to the Second Amendment
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, 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
::ODMA\PCDOCS\GRR\423269\2
EXHIBIT 5
