As filed with the Securities and Exchange Commission on
December 12, 1997.
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
Power-One, Inc.
(Exact name of registrant as specified in its charter)
___________________
DELAWARE 77-0420182
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
740 CALLE PLANO, CAMARILLO, CALIFORNIA 93012 (805) 987-8741
(Address of principal executive offices)
POWER-ONE, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
STEVEN J. GOLDMAN
740 CALLE PLANO
CAMARILLO, CALIFORNIA 93012
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service:
(805) 987-8741
___________________
Copies to:
STEVEN J. GOLDMAN KENDALL R. BISHOP
740 CALLE PLANO O'MELVENY & MYERS LLP
CAMARILLO, CALIFORNIA 93012 1999 AVENUE OF THE STARS, SUITE 700
(805) 987-8741 LOS ANGELES, CALIFORNIA 90067-6035
(310) 246-6780
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price per offering registration
to be registered registered share price fee
Common Stock, 3,000,000<1> $14.71875<2> $44,156,250<2> $13,027<2>
par value $.001 shares
per share
<FN>
<1> This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, pursuant to
Rule 416, an additional indeterminate number of shares
which by reason of certain events specified in the Plan may
become subject to the Plan.
<2> Pursuant to Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were
calculated based upon the average of the high and low
prices of the Common Stock on December 9, 1997 reported in
The Wall Street Journal.
<3> The Exhibit Index included in this Registration Statement
is at page 10.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be provided to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be
filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents, which include
the statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Power-One, Inc. (the
"Company") filed with the Securities and Exchange Commission are
incorporated herein by reference:
(a) Prospectus dated September 30, 1997 relating to the
Company's initial public offering of stock (containing
audited financial statements for the year ended December
31, 1996); and
(b) Quarterly Report on Form 10-Q for the Company's fiscal
quarter ended September 30, 1997; and
(c) The description of the Company's Common Stock contained
in its Registration Statement on Form 8A dated August
19, 1997, and any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document, all or
a portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so
modified or amended, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Company's Common Stock, par value $.001 per share
(the "Common Stock"), is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is
omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware,
the Company's state of incorporation, allows Delaware companies to
provide certain indemnification rights for the benefit of their
officers, directors, employees and agents. The Company's Restated
Certificate of Incorporation ("Certificate") and Amended and
Restated Bylaws ("Bylaws") contain indemnification provisions
covering directors, employees and agents of the Company.
The Certificate requires the Company to indemnify a
person covered by the indemnification provisions ("Indemnitee")
to the fullest extent permitted by applicable law. The
indemnification is for expenses, liabilities and losses (including
but not limited to attorney's fees, judgments, amounts paid in
settlements, fines and penalties) (collectively, the "Expenses")
reasonably incurred by an Indemnitee named or involved in a
threatened, pending or completed proceeding whether civil,
administrative or criminal in nature.
An Indemnitee is not entitled to indemnification in
the following circumstances. The first is when a proceeding is
initiated by him/her without the Company's prior approval. The
second is when an Indemnitee's conduct (which is the subject of
the proceeding) does not meet the standard of conduct (see
below) called for under the Delaware indemnification statutes.
Additionally, if an Indemnitee is found liable for negligence or
misconduct in the performance of his/her duty to the Company in
the proceeding for which indemnification is sought, he/she may be
indemnified but only if the court in which the proceeding was
brought finds that the Indemnitee is entitled to indemnification
of expenses (and at an amount) which the court deems appropriate.
The determination of whether an Indemnitee has met the
necessary standard of conduct may be made by a majority of the
Board of Directors of the Company who are not a party to the
proceeding, or the Company's legal counsel pursuant to the Board's
request, or the Company's stockholders. An Indemnitee's standard
of conduct called for by the Delaware statute on civil disputes
requires that he/she acted in good faith and in a manner he/she
reasonably believed to be in, or not opposed to, the best interests
of the Company. The applicable standard on criminal matters
requires that the Indemnitee have no reasonable cause to believe
that his/her conduct was unlawful.
The Company will reimburse Expenses incurred by an
Indemnitee who is an officer of director of the Company in
defending a proceeding even if it has not been finally resolved but
only if the officer/director promises in writing to reimburse the
Company for amounts advanced in case it is determined that the
officer/director was not entitled to be indemnified by the Company.
In case an indemnity claim is not paid within 30 days of written
payment demand, the Company may be liable for the Indemnitee's
costs of enforcing his indemnity rights.
The indemnification provisions in the Certificate and
Bylaws are not intended to and do not supersede, diminish or
replace any other indemnity rights that an Indemnitee may presently
have or acquire in the future due to, but not limited to, statutory
changes, contract(s) entered into, action by the stockholders or
the Board of Directors. Moreover, any repeal or modification of
the current indemnification provisions in the Certificate or Bylaws
will not diminish any indemnification rights that an Indemnitee may
have had with respect to proceedings which arose prior to the
repeal or modification of the indemnification provisions.
In case some or all of the indemnification provisions in
the Certificate or Bylaws are legally invalidated, the Company will
continue to be obligated to indemnify an Indemnitee for Expenses
for which indemnification is available under the indemnification
provisions which were not legally invalidated and to the full
extent permitted by applicable law.
The Company's Certificate eliminates personal liability
of directors to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for:
(i) any breach of the duty of loyalty to the Company or its
stockholders; (ii) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law;
(iii) liability under Section 174 of the Delaware General
Corporation Law relating to certain unlawful dividends and stock
repurchases; or (iv) any transaction from which the director
derived an improper personal benefit.
Individual indemnification agreements (the
"Indemnification Agreements") have been entered into by the Company
with its directors, executive officers, and certain other officers.
The Indemnification Agreements provide for indemnification to the
fullest extent permitted by law and provide contractual assurance
to directors and officers that indemnity and advancement of
expenses will be available to them regardless of any amendment or
revocation of the Company's Bylaws.
The Company's Bylaws permit the Company to purchase and
maintain insurance on behalf of any director, officer, employee or
agent of the Company against liability asserted against him or her
in any such capacity, whether or not the Company would have the
power to indemnify him or her against such liability under the
provisions of the Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new regis-
tration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant 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 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of
California, on December 12, 1997.
POWER-ONE, INC.
By: /s/ Steven J. Goldman
Steven J. Goldman
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints Steven J. Goldman and Eddie K. Schnopp his true and
lawful attorneys-in-fact and agents, each acting alone, with full
powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed
below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
/s/ Steven J. Goldman President, Chief Executive Officer and
Steven J. Goldman Director December 12, 1997
/s/ Eddie K. Schnopp Vice President, Chief Financial Officer
Eddie K. Schnopp and Secretary (chief financial officer
and principal accounting officer) December 12, 1997
/s/ Jon E.M. Jacoby Director December 12, 1997
Jon E.M. Jacoby
/s/ Douglas H. Martin Director December 12, 1997
Douglas H. Martin
/s/ Albert Y.C. Yu Director December 12, 1997
Albert Y.C. Yu
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit Sequentially
Number Description Numbered Page
4.1 Employee Stock Purchase Plan* --
4.2 Form of Subscription Agreement 11
5 Opinion of O'Melveny & Myers LLP
(opinion re legality) 12
24.1 Consent of Independent Auditors' 13
24.2 Consent of O'Melveny & Myers LLP
(included in Exhibit 5) 12
25 Power of Attorney (included in
this Registration Statement under
"Signatures") 9
* Incorporated by reference from the Company's Registration
Statement File No. 333-32889.
<PAGE>
</TABLE>
POWER-ONE, INC.
EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
Attached to this Subscription Agreement as Exhibits A and B
are copies of the Power-One, Inc. Employee Stock Purchase Plan
(the "Plan") and related Prospectus. The Plan is voluntary and
provides Eligible Employees the opportunity to purchase shares of
the Corporation's Common Stock at a discount. You should
complete this form if you want to participate in the Plan
commencing with the January 1, 1998 to June 30, 1998 Offering
Period. IN ORDER TO BE VALID, THIS SUBSCRIPTION AGREEMENT MUST
BE PROPERLY EXECUTED AND RECEIVED BY THE CORPORATION ON OR BEFORE
DECEMBER 31, 1997. THIS SUBSCRIPTION AGREEMENT WILL REMAIN IN
EFFECT FOR SUBSEQUENT OFFERING PERIODS UNLESS YOUR PLAN
PARTICIPATION TERMINATES OR UNTIL YOU FILE A WITHDRAWAL FORM OR A
NEW SUBSCRIPTION AGREEMENT WITH THE CORPORATION PURSUANT TO THE
TERMS OF THE PLAN.
DEFERRAL ELECTION. If you are an Eligible Employee (as defined
in the Plan) as of December 31, 1997, you may commence
participation in the Plan with the January 1, 1998 to June 30,
1998 Offering Period. To commence participation in the Plan,
initial the box below and indicate the level of your
Contributions.
[ ] I hereby authorize the Company to deduct from my paycheck
each pay period __________% (designate a whole number from
2% to 8%) of my Compensation (as such term is defined in the
Plan), for the purchase of Common Stock under the Plan. My
Contributions will be deducted from each one of my paychecks
beginning with the first full pay period commencing on
January 1, 1998 and will continue for this and subsequent
Offering Periods unless my Plan participation terminates or
until I file a Withdrawal Form or a new Subscription
Agreement with the Corporation pursuant to the terms of the
Plan. My Contributions are subject to certain limits under
the Plan and any of my Contributions in excess of these
limits will be refunded to me.
BENEFICIARY DESIGNATION. (Please initial the following box if
you have attached a Designation of Beneficiary form. If you have
already filed a Designation of Beneficiary form under the Plan,
you do not need to file a new form unless you wish to change your
beneficiary.)
[ ] I hereby acknowledge that I have read and completed the
Designation of Beneficiary attached hereto as Exhibit C.
SIGNATURE. I hereby agree to be bound by the terms of the Plan,
acknowledge receipt of a copy of the Plan and Prospectus, and
authorize the election, payroll deductions, and beneficiary
designation (if applicable) specified above.
Signature Date
Print Name Social Security Number
Street Address City, State, Zip Code
<PAGE>
EXHIBIT A
POWER-ONE, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
PLAN DOCUMENT
<PAGE>
EXHIBIT B
POWER-ONE, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
PROSPECTUS
<PAGE>
EXHIBIT C
POWER-ONE, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
DESIGNATION OF BENEFICIARY
<PAGE>
December
12th
1 9 9 7
681,331-999
CC1-336877.V1
Power-One, Inc.
740 Calle Plan
Camarillo, California 93012
Re: Registration on Form S-8 of Power-One, Inc.
(the "Company")
Ladies and Gentlemen:
At your request, we have examined the Registration
Statement on Form S-8 to be filed with the Securities and
Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of 3,000,000 shares
of Common Stock, $0.001 par value per share, of the Company
(the "Common Stock"), to be issued pursuant to the Power-One,
Inc. Employee Stock Purchase Plan (the "Plan"). We have
examined the proceedings heretofore taken and to be taken
in connection with the authorization of the Plan and the
Common Stock to be issued pursuant to and in accordance with
the Plan.
Based upon such examination and upon such matters of
fact and law as we have deemed relevant, we are of the opinion
that the Common Stock has been duly authorized by all necessary
corporate action on the part of the Company and, when issued in
accordance with such authorization, the provisions of the Plan
and relevant agreements duly authorized by and in accordance with
the terms of the Plan, will be validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to
the Registration Statement.
Respectfully submitted,
/s/ O'MELVENY & MYERS LLP
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Power-One, Inc. on Form S-8 of our
report dated March 14, 1997, appearing in the Prospectus dated
September 30, 1997 relating to Power-One, Inc.'s initial public
offering of stock.
DELOITTE & TOUCHE LLP
Los Angeles, California
December 11, 1997
<PAGE>
