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
February 14, 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 Wednesday,
February 14, 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 January 5, 2001, will be
entitled to vote at the meeting or any adjournment thereof.
Your vote is important. Whether you own a few or many shares of stock, it
is important that your shares be represented. If you cannot attend the meeting
in person you may vote your shares on the internet as described in the following
materials or by completing and signing the enclosed proxy card and promptly
returning it in the envelope provided. If you do attend the meeting and wish to
vote in person, you may do so even though you have submitted a Proxy.
Dated: January 10, 2001
Longmont, Colorado
/s/ Lawrence D. Firestone
Lawrence D. Firestone, Secretary
<PAGE>
Dated: January 10, 2001
APPLIED FILMS CORPORATION
9586 I-25 FRONTAGE ROAD
LONGMONT, COLORADO 80504
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PROXY STATEMENT
For the Special Meeting of Shareholders
to be held February 14, 2001
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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, February 14,
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.
Whether you hold shares directly or in street name, you may direct your
vote without attending the Special Meeting. If you are a shareholder of record,
you may vote by granting a proxy. For shares held in street name, you may vote
by submitting voting instructions to your broker or nominee. If you are a
shareholder of record, you may vote:
o By the Internet - If you have internet access, you may submit
your proxy by following the "Vote by Internet" instructions on
the proxy card. If you vote by the internet, you do not need
to return your proxy card.
o By Mail - You may vote by mail by signing and dating your
proxy card and mailing it in the envelope provided. You should
sign your name exactly as it appears on the proxy card. If you
are signing in a representative capacity (for example as
guardian, executor, trustee, custodian, attorney or officer of
a corporation), you should indicate your name and title or
capacity.
For shares held in street name, you should follow the voting directions
provided by your broker or nominee. You may complete and mail a voting
instruction card to your broker or nominee or, in most cases, submit voting
instructions by telephone or the internet. If you provide specific voting
instructions by mail, telephone or the internet, your shares will be voted by
your broker or nominee as you have directed.
If a proxy 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
<PAGE>
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.
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<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On January 2, 2001, there were outstanding 6,752,216 total shares of Common
Stock. The record date for determining the shareholders entitled to vote at the
Special Meeting is January 5, 2001. 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 January 2, 2001, 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 and Navallier Fund 812,649(1) 13%
Management, Inc.
One East Liberty
Third Floor
Reno, NV 89501
Balzers Process Systems GmbH 673,353(2) 10%
615 Epsilon Drive
Pittsburgh, Pennsylvania 15238
Maple Row Management, Inc. 617,938(3) 10%
112 Rowayton Avenue
Rowayton, Connecticut 06853
Pilgrim Investments, Inc. 443,000(4) 7%
40 North Central Avenue
Phoenix, Arizona 85004
Friess Associates, Inc. 424,300(5) 7%
3908 Kennett Pike
Greenville, DE 19807
Cecil Van Alsburg 345,807(6) 6%
9586 I-25 Frontage Road
Longmont, Colorado 80504
John S. Chapin 323,317(7) 5%
9586 I-25 Frontage Road
Longmont, Colorado 80504
</TABLE>
3
<PAGE>
NOTES
(1) Navellier & Associates along with Navallier Fund Management, Inc. disclosed
to us on behalf of its investment advisory clients that it had acquired
beneficial ownership of 812,649 shares of Common Stock as of November 24,
2000. Navellier & Associates along with Navallier Fund Management, Inc.
have sole power to dispose of and vote all such shares.
(2) On December 31, 2000, we issued 673,353 shares of Common Stock to Balzers
Process Systems GmbH as partial consideration for our acquisition on that
same date of the Large Area Coatings Division of Unaxis Holding Ltd.
Balzers Process Systems GmbH has sole power to dispose of and vote all such
shares.
(3) 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 294,738 shares of Common
Stock, bringing its total beneficial ownership as of November 27, 2000, to
617,938 shares of Common Stock. Maple Row Management has sole power to
dispose of and vote all such shares.
(4) In a Schedule 13F, dated November 4, 2000, Pilgrim Investments disclosed on
behalf of its investment advisory clients that it had acquired beneficial
ownership of 379,700 shares of Common Stock. Additional information
provided to us indicates that Pilgrim Investments subsequently increased
its beneficial ownership by 63,300 shares of Common Stock, bringing its
total beneficial ownership as of November 27, 2000, to 443,000 shares of
Common Stock. Pilgrim Investments has sole power to dispose of and vote all
such shares.
(5) In a Schedule 13F, dated November 13, 2000, Friess Associates, Inc.
disclosed on behalf of its investment advisory clients that it had acquired
beneficial ownership of 424,300 shares of Common Stock. Friess Associates,
Inc. has sole power to dispose of and vote all such shares.
(6) Includes (i) 306,317 shares held by Mr. Van Alsburg, (ii) 1,490 shares held
by Mr. Van Alsburg's spouse, and (iii) options to purchase 38,000 shares of
Common Stock exercisable within 60 days.
(7) 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 38,000 shares of Common Stock exercisable within 60
days.
4
<PAGE>
Security Ownership of Management. The following table shows, as of January
2, 2001, 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................................................ 25,409(2) *
Lawrence D. Firestone........................................... 9,550(3) *
C. Richard Condon............................................... 28,124(4) *
Richard P. Beck................................................. 4,455(5) *
John S. Chapin.................................................. 323,317(6) 5%
Vincent Sollitto, Jr............................................ 3,455(7) *
Chad D. Quist................................................... 3,455(8) *
Cecil Van Alsburg............................................... 345,807(9) 6%
All Executive Officers and Directors as a Group (8 persons)..... 761,307(10) 11%
--------------------------------------------------------------------------------------------------------------------
</TABLE>
* Denotes ownership of less than one percent.
5
<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 25,409 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) 13,716 shares held by Mr. Condon and (ii) options to purchase
14,408 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 38,000 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) 1,490 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 160,433 shares exercisable within 60 days.
6
<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. As of
January 2, 2001, there were 6,752,216 shares of common stock issued and
outstanding and 1,316,823 shares of common stock reserved for issuance under the
Company's stock option plans and Employee Stock Purchase Plan and 457,981 stock
options. As a result, as of January 2, 2001, only 1,930,961 shares of common
stock remain available for future issuance. As of January 8, 2001, the Company
has no preferred stock issued or outstanding, and this proposed amendment will
not affect the preferred stock.
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.
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.
7
<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.
January 10, 2001
/s/ Cecil Van Alsburg
CHAIRMAN OF THE BOARD
<PAGE>
PROXY APPLIED FILMS CORPORATION PROXY
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 January
5, 2001, at the Special Meeting of Shareholders to be held on February 14, 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 PROPOSALS.
1. Approval of the amendment to [ ] [ ]
the Amended and Restated Articles FOR AGAINST
of Incorporation to increase the
authorized common stock from
10,000,000 shares to 40,000,000
shares.
2. In their discretion, the Proxies
are authorized to act upon such
other business as may properly come
before the meeting.
I plan to attend the meeting. YES NO
[ ] [ ]
Date: , 2000
Signature
Signature if held jointly
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 attorney-in-
fact should submit powers of attorney
exactly as name appears hereon.
______________________________ FOLD AND DETACH HERE
<PAGE>
VOTE BY INTERNET
QUICK *** EASY *** IMMEDIATE
Your Internet vote authorizes the named proxies to vote your shares in the same
manner as if you've marked, signed and returned your proxy card.
TO VOTE BY INTERNET: Connect to the Website
listed below: You will be asked to enter a
control number which is located at the bottom
of this form. Then follow the instructions.
THE WEBSITE for voting is
www.proxyvoting.com/appliedfilms.
IF YOU VOTE INTERNET DO NOT MAIL IN THE PROXY CARD.
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THANK YOU FOR VOTING!
CONTROL NUMBER
