<PAGE>
As filed with the Securities and Exchange Commission on March 18, 1998.
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. 1996 STOCK INCENTIVE 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>
- ---------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per share price fee
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,000,000(1) 15.375(2) 30,750,000(2) $9,072(2)
par value $.001 shares
per share
- ---------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, options and other rights to purchase or acquire
shares of common Stock covered by this Prospectus and, 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 reported in THE WALL STREET
JOURNAL on March 12, 1998.
The Exhibit Index included in this Registration Statement is at page 10.
<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 (the
"Commission") Rule 428(b)(1). Such documents need not be filed with the
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, as amended (the "Securities Act").
2
<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 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) filed with the Commission on
October 1, 1997; 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 8-A 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, as amended (the
"Exchange Act") 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.
3
<PAGE>
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
4
<PAGE>
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 the 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:
5
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of
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 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 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; 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.
(c) 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 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
6
<PAGE>
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.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Camarillo, State of California, on March 18, 1998.
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
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, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ----------------------- ------------------------------ ------------------
/s/ Steven J. Goldman President, Chief Executive March 18, 1998
--------------------- Officer and Director
Steven J. Goldman
8
<PAGE>
/s/ Eddie K. Schnopp Vice President, Chief March 18, 1998
--------------------- Financial Officer and
Eddie K. Schnopp Secretary (chief financial
officer and principal
accounting officer)
/s/ Jon E.M. Jacoby Director March 18, 1998
---------------------
Jon E.M. Jacoby
/s/ Douglas H. Martin Director March 18, 1998
---------------------
Douglas H. Martin
/s/ Albert Y.C. Yu Director March 18, 1998
---------------------
Albert Y.C. Yu
9
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
------- ------------ -------------
<S> <C> <C>
4.1 1996 Stock Incentive Plan, as amended (*) --
4.2 Amendment to Stock Option Plan, dated March 3, 11
1998
4.3 Form of Employee Nonqualified Stock Option 12
Agreement
4.4 Form of Eligible Director Nonqualified Stock 23
Option Agreement
5 Opinion of O'Melveny & Myers LLP (opinion re 26
legality)
24.1 Independent Auditors' Consent 27
24.2 Consent of O'Melveny & Myers LLP (included in 26
Exhibit 5)
25 Power of Attorney (included in this Registration 8
Statement under "Signatures")
</TABLE>
- --------------
(*) Incorporated by reference from the Company's Registration Statement
File No. 333-32889.
10
<PAGE>
EXHIBIT A
POWER-ONE, INC. 1996 STOCK INCENTIVE PLAN
AMENDMENT TO PLAN
Section 1.4.1(a) shall be replaced by the following paragraph:
"(a) AGGREGATE LIMIT. The maximum number of Shares subject to
outstanding Awards granted to Eligible Persons under this Plan and
available for additional Awards under this Plan shall not exceed
1,000,000 plus 10% of the total of (i) the number of Shares
outstanding on each December 31 beginning on December 31, 1997, less
(ii) the largest number of Shares outstanding on any previous December
31; provided, however, that the above equation shall never result in a
decrease in the maximum number of shares available under this Plan.
<PAGE>
POWER ONE, INC.
EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the _____________ day of _____________ ,
19__, (the "Agreement Date") by and between Power One, Inc., a Delaware
corporation (the "COMPANY"), and ____________________________ ("EMPLOYEE").
R E C I T A L
WHEREAS, pursuant to the Company's 1996 Stock Incentive Plan, as
amended (the "PLAN"), the Company has granted to Employee effective as of the
_____________ day of ___________________ , 19 (the "AWARD DATE" provided
that if such date is prior to April 1 of a given year, the "Award Date" shall
be April 1 of such year), a nonqualified stock option to purchase all or any
part of Shares upon the terms and conditions set forth
herein and in the Plan.
NOW, THEREFORE, in consideration of the mutual promises and
covenants made herein and the mutual benefits to be derived herefrom, the
parties agree as follows:
1. DEFINED TERMS. Capitalized terms used herein and not
otherwise defined herein shall have the meaning assigned to such terms in the
Plan.
2. GRANT OF OPTION. This Agreement evidences the Company's grant
to Employee of the right and option to purchase, on the terms and conditions
set forth herein and in the Plan, all or any part of ____________________
Shares at the price of $ _________________ per share (the "OPTION"),
exercisable from time to time, prior to the close of business on the day
before the tenth anniversary of the Agreement Date (the "EXPIRATION DATE").
3. CONSIDERATION TO THE COMPANY. In consideration of the granting
of the Option by the Company, Employee agrees to render faithful and
efficient services to the Company, with such duties and responsibilities as
the Company shall from time to time prescribe. Nothing contained in this
Agreement or in any other documents related to the Plan shall confer upon
Employee any right to continue in the employ of the Company or constitute any
contract of employment, or interfere in any way with the right of the Company
to reduce such person's compensation or other benefits or to terminate the
employment of Employee, with or without Cause.
4. EXERCISABILITY OF OPTION. Subject to Section 8.2.2 of the
Plan, this Option shall become exercisable in the amounts and on the dates
specified in this Section 4; provided, however, in no event shall more than
one hundred percent (100%) of the total number of Shares covered by the
Option become exercisable.
1
<PAGE>
(a) EXERCISE AMOUNTS AND DATES.
(i) Ten percent (10%) of the total number of Shares covered by
the Option shall become exercisable on each of the third and fourth
anniversaries, respectively, of the Award Date;
(ii) Twenty percent (20%) of the total number of Shares covered
by the Option shall become exercisable on the fifth anniversary of the
Award Date; and
(iii) Thirty percent (30%) of the total number of Shares covered
by the Option shall become exercisable on each of the sixth and
seventh anniversaries, respectively, of the Award Date.
(b) ACCELERATION OF EXERCISABILITY. In addition to the amounts
exercisable pursuant to Section 4(a), this Option may become exercisable on
the second anniversary of the Award Date, and on each anniversary of the
Award Date thereafter (singularly, an "ACCELERATION DATE", and
collectively, the "ACCELERATION DATES"), in the amounts described below:
(i) TWO YEARS FROM AWARD DATE. The amount of the Option that is
exercisable on the second anniversary of the Award Date shall be the
sum of the accelerated amounts for (i) the year of the Award Date
multiplied by the Percentage and (ii) the year following the Award
Date, both (i) and (ii) being determined in accordance with Section
4(c).
(ii) EACH ACCELERATION DATE EXCEPT THE SECOND ANNIVERSARY OF THE
AWARD DATE. The amount of the Option that is exercisable on each
Acceleration Date except on the second anniversary of the Award Date
shall be the accelerated amount for the calendar year that precedes
such date determined in accordance with Section 4(c).
(c) DETERMINING THE ACCELERATED AMOUNT FOR ANY CALENDAR YEAR. The
accelerated amount, if any, for any calendar year, shall be determined
as follows:
(i) IF ACTUAL EBITDA EQUALS PROJECTED EBITDA. If Actual EBITDA
equals or exceeds Projected EBITDA for such year, then the accelerated
amount shall be twenty percent (20%) of the total number of Shares
covered by the Option (and, with respect to the year of the Agreement
Date, taking into account the "Percentage"); and
(ii) IF ACTUAL EBITDA IS LESS THAN PROJECTED EBITDA. If Actual
EBITDA is less than Projected EBITDA for such year, then the
accelerated amount shall be twenty percent (20%) of the total number
of Shares covered by the Option reduced by one percent for each
percent of such shortfall (and,
2
<PAGE>
with respect to the year of the Agreement Date, taking into account
the "Percentage"). (For example, if, in the second year, Projected
EBITDA is $20M, but Actual EBITDA is $18M then the shortfall
percentage would be 10%, and the accelerated amount would be reduced
from 20% to 10%.);
(iii) ROUNDING. The accelerated amount for any calendar year
cannot be fractional; it must be rounded to the nearest one percent
(1%).
(d) DEFINITIONS.
"ACTUAL EBITDA" means the Company's EBITDA for a particular calendar
year and determined from the Company's audited financial statements for
such year.
"PROJECTED EBITDA." By March 1 of each calendar year, the Board will
determine a projected EBITDA for the Company (the "PROJECTED EBITDA") for
such year. The Board has absolute discretion to set Projected EBITDA,
except that the Projected EBITDA cannot exceed one hundred and thirty
percent (130%) of the highest Actual EBITDA for any previous calendar year.
(For example, if the Actual EBITDA for 1996 is $12M and for 1997 it is 10M,
then Projected EBITDA for 1998 cannot exceed $15.6M.) Provided, however,
that in the event of an acquisition, re-capitalization, or other similar
transaction by the company, the board, in its discretion, may reset the
Projected EBITDA to adjust for said transaction.
"PERCENTAGE". The "Percentage" shall be: 100% if the Agreement Date
is from January 1 to February 28 ( or February 29); 75% if the Agreement
Date is from March 1 to March 31; 50% if the Agreement Date is from April 1
to June 30; 25% if the Agreement Date is from July 1 to September 30; and
0% if the Agreement Date is from October 1 to December 31.
5. CONTINUING RIGHT TO PURCHASE CUMULATIVELY. If Employee does
not purchase all or any part of the Shares to which Employee is entitled on
an Acceleration Date, Employee has the right cumulatively thereafter to
purchase any Shares not so purchased and such right shall continue until the
Option terminates or expires. The Option shall only be exercisable in
respect of whole Shares, and fractional Share interests shall be disregarded.
At least 100 Shares must be purchased at one time unless the number purchased
is the total number at the time available for purchase under the Option.
6. METHOD OF EXERCISE OF OPTION. Employee shall exercise the
Option by delivering to the Secretary of the Company a written notice stating
the number of Shares to be purchased pursuant to the Option and accompanied
by (i) delivery of an executed Exercise Agreement in the form attached hereto
as Exhibit A (the "EXERCISE AGREEMENT") and (ii) payment made in accordance
with and in a form permitted by Section 1.7 or 1.8 of the Plan for the full
Purchase Price of the Shares to be purchased, subject to such further
limitations and rules or procedures as the Committee may from time to time
establish as to any non-cash payment and as to the tax withholding
requirements of Section 8.5 of the Plan. Subject to the
3
<PAGE>
provisions of the Plan, the Purchase Price may be paid in full or in part by
Shares already owned by Employee; provided, however, that any Shares
delivered which were initially acquired upon exercise of a stock option must
have been owned by Employee at least six months as of the date of delivery.
Shares used to satisfy the exercise price of an Option shall be valued at
their Fair Market Value on the date Employee exercises the Option. In
addition, Employee (or Employee's Beneficiary or Personal Representative)
shall furnish any written statements required pursuant to Section 10 of this
Agreement.
7. TERMINATION OF EMPLOYMENT. The Option and all other rights
hereunder, to the extent not exercised, will terminate and become null and
void upon Employee's termination of employment, except that:
(a) if Employee terminates for any reason other than death, Total
Disability or for Cause, Employee has 90 days after the date of termination
to exercise the Option to the extent the Option was exercisable on the date
of termination;
(b) if Employee is terminated for Cause, the Option shall lapse
immediately upon Employee's termination of employment;
(c) if Employee terminates as a result of a Total Disability, or if
Employee suffers a Total Disability within 90 days of a termination of
employment under subsection (a) above, Employee or Employee's Personal
Representative may exercise the Option, to the extent the Option was
exercisable on the date of Employee's termination of employment, within a
period of 180 days from the date of Total Disability (or, if earlier,
termination of employment);
(d) if Employee dies while in the employ of the Company, or within 90
days after a termination described in subsection (a) or (c) of this
Section 7, then Employee's Beneficiary may exercise the Option, to the
extent the Option was exercisable on the date of Employee's termination of
employment, within a period of 180 days after the date of Employee's death
(or, if earlier, Employee's termination of employment);
provided, however, that in no event may the Option be exercised by anyone
under this section or otherwise after the Expiration Date.
8. TERMINATION OF OPTION UNDER CERTAIN EVENTS. As permitted by
Section 8.2.3 of the Plan, the Committee retains the right to terminate the
Option to the extent not previously exercised upon an event or transaction in
which the Company does not survive.
9. NON-TRANSFERABILITY OF OPTION. The Option and any other
rights of Employee under this Agreement or the Plan are nontransferable.
4
<PAGE>
10. PRIVILEGES OF STOCK OWNERSHIP; NONDISTRIBUTIVE INTENT.
Employee shall not be, nor have any of the rights or privileges of, a
shareholder of the Company in respect of the Shares unless and until
certificates representing such Shares shall have been issued by the Company
to Employee. Upon the issuance and transfer of Shares to Employee pursuant
to the Exercise Agreement, unless a registration statement is in effect under
the Securities Act of 1933, as amended, ("Securities Act") and applicable
state securities laws, relating to such issued and transferred Shares and
there is available for delivery a prospectus meeting the requirements of
Section 10 of the Securities Act, the Shares may be issued and transferred to
Employee only if he or she represents and warrants in writing to the Company
as reasonably requested by the Company. Employee or any other person then
entitled to exercise such Option or portion thereof will indemnify the
Company against and hold it free and harmless from any loss, damage, expense
or liability resulting to the Company if any sale or distribution of the
Shares by such person is contrary to the representations and agreement
referred to above.
The Committee may take whatever additional actions it deems
appropriate to insure the observance and performance of such representations
and agreement and to effect compliance with the Securities Act and any other
federal or state securities laws or regulations. Without limiting the
generality of the foregoing, the Committee may require an opinion of counsel
acceptable to it to the effect that any subsequent transfer of Shares
acquired upon exercise of the Option does not violate the Securities Act, and
may issue stop-transfer orders covering such Shares. No Shares shall be
issued and transferred unless and until there shall have been full compliance
with any then applicable regulatory requirements (including those of
exchanges upon which any Common Stock of the Company may be listed).
11. ASSIGNMENTS. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assignees. Neither this Agreement
nor any of the rights, interests or obligations hereunder shall be assigned
by either party without the prior written consent of the other.
12. SHARES TO BE RESERVED. The Company shall at all times during
the term of the Option reserve and keep available such number of Shares as
will be sufficient to satisfy the requirements of this Agreement.
13. NOTICES. Any notice to be given under the terms of this
Agreement shall be in writing and addressed to the Company at its principal
office to the attention of the Secretary, and to Employee at the address
given beneath Employee's signature hereto, or at such other address as either
party may hereafter designate in writing to the other. Any such notice shall
be deemed to have been duly given when enclosed in a properly sealed envelope
addressed as aforesaid, registered or certified, and deposited (postage and
registry or certification fee prepaid) in a post office or branch post office
regularly maintained by the United States Government.
5
<PAGE>
14. PLAN. The Option and all rights of Employee under this
Agreement are subject to, and Employee agrees to be bound by, all of the
terms and conditions of the provisions of the Plan, incorporated herein by
this reference, to the extent such provisions are applicable to options
granted to Eligible Persons. In the event of a conflict or inconsistency
between the terms and conditions of this Agreement and of the Plan, the terms
and conditions of the Plan shall govern. Employee acknowledges receipt of a
copy of the Plan and agrees to be bound by the terms thereof. Unless
otherwise expressly provided in other sections of this Agreement, provisions
of the Plan that confer discretionary authority on the Committee do not (and
shall not be deemed to) create any rights in Employee unless such rights are
expressly set forth herein or are otherwise in the sole discretion of the
Committee so conferred by appropriate action of the Committee under the Plan
after the date hereof.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by a duly authorized officer and Employee has hereunto
set his or her hand.
"THE COMPANY"
POWER ONE, INC.
(a Delaware corporation)
By:
-----------------------------
Steve Goldman
Title: President/CEO
"THE EMPLOYEE"
-------------------------------------
(Signature)
Name:
--------------------------------
Address:
----------------------------
----------------------------
6
<PAGE>
CONSENT OF SPOUSE
In consideration of the execution of the foregoing Nonqualified
Stock Option Agreement by Power One, Inc., I, ___________________________,
the spouse of Employee herein named, do hereby agree to be bound by all of
the terms and provisions thereof and of the Plan.
DATED:___________________ , 19__.
----------------------------------------
Signature of Spouse
7
<PAGE>
EXHIBIT A
POWER ONE, INC.
EXERCISE AGREEMENT
This Exercise Agreement (this "AGREEMENT"), dated as of
_________________, 199___, is made and entered into by and between Power One,
Inc., a Delaware corporation (the "COMPANY"), and _____________________
("PURCHASER").
R E C I T A L
WHEREAS, pursuant to the Company's 1996 Stock Incentive Plan, as
amended (the "PLAN"), the Company granted to Purchaser a non-qualified stock
option (the "OPTION") to purchase all or any part of a designated amount of
authorized but unissued shares of common stock of the Company and in
connection therewith, the Company and Purchaser entered into that certain
Nonqualified Stock Option Agreement dated as of ______________________ (the
"OPTION AGREEMENT") of which this Agreement is a part and incorporated
therein;
WHEREAS, the Purchaser desires to exercise the Option and purchase
from the Company and the Company wishes to issue and sell to Purchaser
_________ of its common stock, $0.001 par value per share (the "COMMON
STOCK"), to be sold at a price of $_____________ per share, in accordance
with and subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the above premises and the
covenants and agreements contained in this Agreement, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
SECTION 1. PURCHASE AND SALE OF COMMON STOCK.
1.1 THE COMMON STOCK. Upon the terms and conditions contained
herein, the Company agrees to sell and issue to Purchaser, and Purchaser
agrees to purchase from the Company, at a purchase price of $_______ per
share, _________________ shares of Common Stock (the "SHARES").
1.2 PAYMENT AND DELIVERY. The Company shall deliver to Purchaser
a stock certificate representing the Shares against delivery to the Company
by Purchaser of the purchase price in the sum of $_____________ (which
represents the product of the $_____________ price per share and the number
of Shares, the "PURCHASE PRICE"), such Purchase Price to be
A-1
<PAGE>
paid by cashier's check payable to the order of the Company or in such other
manner permitted by the Plan.
SECTION 2. MISCELLANEOUS
2.1 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be an original, and all of which together
shall constitute one and the same agreement.
2.2 NOTICES. Any notice, demand, request or other communication
herein requested or permitted to be given shall be in writing and may be
personally served, telecopied, telexed or sent by courier service or United
States mail and shall be deemed to have been given when delivered in person
or by courier service, upon receipt of a telecopy or telex or four business
days after deposit in the United States mail (registered or certified, with
postage prepaid and properly addressed). For purposes hereof, the addresses
of the parties hereto (until notice of a change thereof is delivered as
provided in this Section 2.2) shall be as follows:
If to the Company: Power One, Inc.
740 Calle Plano
Camarillo, CA 93012
Attn: Secretary
If to Purchaser:
-------------------------------
-------------------------------
-------------------------------
2.3 GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the state of
incorporation of the Company without regard to conflict of law principles
thereunder.
2.4 ASSIGNMENTS. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns. Neither this Agreement
nor any of the rights, interests or obligations hereunder shall be assigned
by either party without the prior written consent of the other.
2.5 CAPITALIZED TERMS. Capitalized terms not otherwise defined
herein shall have the meaning specified in the Plan.
A-2
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Agreement
as of the date first written above.
"THE COMPANY"
POWER ONE, INC.
a Delaware corporation
By:
----------------------------
Its:
----------------------------
"PURCHASER"
---------------------------------
[NAME]
FORM OF OWNERSHIP: [ ] INDIVIDUAL [ ] COMMUNITY PROPERTY
[ ] JOINT TENANTS [ ] TENANTS IN COMMON
A-3
<PAGE>
POWER-ONE, INC.
ELIGIBLE DIRECTOR
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the first day of October, 1997, between
Power-One, Inc., a Delaware corporation (the "Corporation"), and
___________________ (the "Director").
W I T N E S S E T H
WHEREAS, the Corporation has adopted and the stockholders of the
Corporation have approved the Power-One, Inc. 1996 Stock Incentive Plan, as
amended (the "Plan").
WHEREAS, pursuant to Article 7 of the Plan, the Corporation has
granted an option (the "Option") to the Director upon the terms and
conditions evidenced hereby, as required by the Plan, which Option is not an
incentive stock option within the meaning of Section 422 of the Code.
NOW, THEREFORE, in consideration of the services rendered and to be
rendered by the Director, the Corporation and the Director agree to the terms
and conditions set forth herein as required by the terms of the Plan.
1. OPTION GRANT. This Agreement evidences the grant to the
Director, as of October 1, 1997 (the "Option Date"), of an Option to purchase
an aggregate of 60,000 shares of Common Stock, par value .001 per share,
under Section 7.2 of the Plan, subject to the terms and conditions and to
adjustment as set forth herein or in the Plan.
2. EXERCISE PRICE. The Option entitles the Director to purchase
(subject to the terms of Sections 3 through 5 below and to the extent
exercisable) all or any part of the Option shares at a price per share of
$14.00, which amount represents the Fair Market Value of the shares on the
Option Date.
3. OPTION EXERCISABILITY AND TERM. The Option shall first become
and remain exercisable as to 25% of the Option shares on the first
anniversary of the Option Date, and as to an additional 25% of the Option
shares on each of the next three anniversaries of that date, in each case
subject to adjustment, acceleration, and termination under Section 7.6 of the
Plan. The Option shall terminate
1
<PAGE>
September 30, 2007, unless earlier terminated in accordance with the terms of
the Plan.
4. SERVICE AND EFFECT OF TERMINATION OF SERVICE. The Director
agrees to serve as a director in accordance with the provisions of the
Corporation's Certificate of Incorporation, bylaws and applicable law. If
the Director's services as a member of the Board shall terminate, this Option
shall terminate at the times and to the extent set forth in Section 7.5 of
the Plan.
5. GENERAL TERMS. The Option and this Agreement are subject to,
and the Corporation and the Director agree to be bound by, the provisions of
the Plan that apply to the Option. Such provisions are incorporated herein
by this reference. The Director acknowledges receiving a copy of the Plan
and reading its applicable provisions. Capitalized terms not otherwise
defined herein shall have the meaning assigned to such terms in the Plan.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
POWER-ONE, INC.
(a Delaware corporation)
By
---------------------------
Title
------------------------
Optionee Director
------------------------------
(Signature)
------------------------------
(Print Name)
------------------------------
(Address)
------------------------------
(City, State, Zip Code)
2
<PAGE>
CONSENT OF SPOUSE
In consideration of the execution of the foregoing Stock Option
Agreement by Power-One, Inc., I, ____________________________, the spouse of
the Director therein named, do hereby agree to be bound by all of the terms
and provisions thereof and of the Plan.
DATED: , 19 .
-------------- --
-----------------------------
(Signature of Spouse)
3
<PAGE>
[LETTERHEAD]
March
18th
1 9 9 8
681,331-013
Power-One, Inc.
740 Calle Plano
Camarillo, California 93012
Ladies and Gentlemen:
In connection with the registration under the Securities Act of
1933, as amended (the "Act") of up to 2,000,000 shares of Common Stock of
Power-One, Inc. (the "Company"), par value $0.001 per share (the "Shares"),
to be sold by the Company, pursuant to a Registration Statement on Form S-8
(the "Registration Statement"), filed with the Securities and Exchange
Commission on March 18, 1998, you have requested our opinion set forth below.
We have considered such facts and examined such questions of law as
we have considered appropriate for purposes of rendering the opinion
expressed below. We are opining only as to the General Corporation Law of
the State of Delaware and we express no opinion with respect to the
applicability or the effect of any other laws or as to any matters of
municipal law or of any other local agencies within any state.
Subject to the foregoing and in reliance thereon, in our opinion
the Shares have been duly authorized by all necessary corporate action on the
part of the Company and, upon payment for and delivery of the Shares as
contemplated in the Company's 1996 Amended and Restated Stock Incentive Plan,
as amended, and the countersigning of any certificates representing the
Shares by a duly authorized signatory of the registrar for the Company's
Common Stock, the Shares will be validly issued, fully paid and
non-assessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
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
March 16, 1998
