<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 2000
REGISTRATION NO. 333-_____
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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POWER-ONE, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3679 77-0420182
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
740 CALLE PLANO
CAMARILLO, CALIFORNIA 93012
(805) 987-8741
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
STEVEN J. GOLDMAN
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
POWER-ONE, INC.
740 CALLE PLANO
CAMARILLO, CALIFORNIA 93012
(805) 987-8741
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
-----------
COPY TO:
KENDALL R. BISHOP, ESQ.
O'MELVENY & MYERS LLP
1999 AVENUE OF THE STARS, SUITE 700
LOS ANGELES, CALIFORNIA 90067
(310) 246-6780
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box, and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ___________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. / /
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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<S> <C> <C> <C>
AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SHARES TO BE REGISTERED REGISTERED OFFERING PRICE OFFERING PRICE (1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
Common stock, $0.001 par value 789,760 $54.40625 $42,967,880 $11,344
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act, as amended, based
upon the average of the high and low prices of the common stock on March
30, 2000, as reported by the Nasdaq National Market.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
<PAGE>
SUBJECT TO COMPLETION. DATED APRIL 6, 2000.
POWER-ONE, INC.
[POWER-ONE LOGO]
789,760 Shares of Common Stock
This prospectus relates to of 789,760 shares of common stock of Power-One,
Inc., which may be sold from time to time by the stockholders identified in this
prospectus. See "Selling Stockholders - Shares Covered by this Prospectus."
We have agreed with the selling stockholders to register the shares offered
in this prospectus and have agreed to pay certain fees and expenses incident to
such registration. The prices at which the selling stockholders may sell the
shares will be determined by the prevailing market price for the shares or in
negotiated transactions. We will not receive any of the proceeds from the sale
of the shares.
Our common stock is traded on the Nasdaq National Market under the symbol
"PWER." The last reported sales price of our common stock on April 5, 2000 was
$ 65.125 per share.
------------
INVESTING IN THE SHARES OF OUR COMMON STOCK INVOLVES RISKS. WE REFER YOU TO
THE DISCUSSION OF CERTAIN RISKS THAT PURCHASERS OF OUR COMMON STOCK SHOULD
CONSIDER CONTAINED IN OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
JANUARY 2, 2000 UNDER THE HEADING "RISK FACTORS." SEE "RISK FACTORS" ON PAGE 3
AND "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OF ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is _______, 2000.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission becomes effective. This prospectus is not an
offer to sell these securities and it is not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>
YOU SHOULD READ THE ENTIRE PROSPECTUS AND THE DOCUMENTS INCORPORATED BY
REFERENCE CAREFULLY BEFORE YOU DECIDE TO PURCHASE THE SHARES OF COMMON STOCK
BEING OFFERED BY THIS PROSPECTUS. YOU SHOULD ALSO CAREFULLY CONSIDER THE
INFORMATION PROVIDED IN OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
JANUARY 2, 2000, WHICH IS INCORPORATED IN THIS PROSPECTUS BY REFERENCE,
ESPECIALLY THE INFORMATION UNDER THE HEADING "RISK FACTORS."
POWER-ONE, INC.
We are a leading designer and manufacturer of more than 2,500
high-quality brand name power supplies. Our power supplies are designed to meet
the power needs of various subsystems and components within electronic
equipment. Power supplies primarily supply, regulate and distribute electrical
power within electronic equipment. AC/DC power supplies convert alternating
current to direct current, while DC/DC power supplies modify direct current into
other levels of direct current. Power supplies are typically classified as
standard, modified standard or custom. While we manufacture and sell all three
product classifications, we focus on standard and modified standard products. We
believe that as time-to-market is becoming a more important factor for success,
electronics companies increasingly prefer standard and modified standard power
supplies.
We are a merchant manufacturer. As such, we produce power supplies for
use by others, whereas captive manufacturers produce power supplies primarily
for their own use. We sell our products both to original equipment
manufacturers, or OEMs, and distributors who value quality, reliability,
technology and service. While we have more than 10,000 customers in the
communications, industrial, automatic/semiconductor test equipment,
transportation, medical equipment and other electronic equipment industries, we
are focusing more on the faster-growing data telecommunications and
automatic/semiconductor test equipment markets. Our OEM customers include
industry leaders such as Cisco, Nortel, Teradyne, Lucent, Newbridge Networks,
Alcatel, Hewlett-Packard, Siemens and Ericsson. We are also a leading provider
of power supplies to domestic distributors, including Pioneer Standard
Electronics, Avnet Electronics, Arrow, Kent Electronics and Future Electronics.
Between August 1998 and January 1999, we substantially expanded our
product offerings, scale and geographic breadth through two significant
acquisitions. Our net sales have increased from $75.4 million in 1996 to net
sales of $205.4 million in 1999, a compound annual growth rate of 39.6%. We
believe that we are one of the largest power supply companies in the world that
specializes in standard and modified standard power supplies. We also believe
that our gross margins are among the highest in the industry. Our gross profit
margin has been approximately 40% during the past three years.
RECENT ACQUISITIONS
On February 29, 2000, we acquired HC Power, Inc. ("HCP") in a
stock-for-stock transaction, in which the former shareholders of HCP received a
total of 2,121,207 shares of Power-One's common stock for all shares of common
stock of HCP outstanding on the effective date of the merger. Of the total
shares issued, 212,117 shares were placed in an escrow to fund possible
indemnification claims under the merger agreement. The merger is being accounted
for as a pooling of interests. HCP is based in Irvine, CA and is a leading
supplier of power systems for telecommunications and Internet service providers
and OEM equipment manufacturers. HCP's major service providers include Williams
Communications, CEA Telecom, Qwest and Nextel, and its key OEMs include Motorola
and Nortel Networks. HCP is shipping at an annualized rate of approximately $45
million based on its fourth quarter 1999 shipments.
On March 31, 2000, we entered into a definitive agreement to acquire
Norwegian-based Powec AS. We have agreed to pay approximately $78 million for
all of the common stock of Powec. The consideration to be paid consists of
approximately $70 million in cash and 140,340 shares of our common stock.
Additionally, we will assume approximately $8 million in debt. Certain
additional payments may be made to Powec shareholders based on the attainment of
defined operational performance through 2001. Powec is a leading supplier of
power systems for major service providers and equipment manufacturers in the
telecommunications industry. Powec's customers include Nokia, Vodafone,
Ericsson, Eircom, Telia, Hong Kong Telecom, Telenor, Sonera and TeleDanmark.
Powec has experienced tremendous growth in recent years and months and is
shipping at an annualized rate of approximately $70 million, based on sales
during the first three months of 2000.
In addition, we have agreed to acquire a telecommunications product
line from Crane Co. for approximately $14 million in cash. This product line has
the exclusive distribution rights for Powec's products in North, South and
Central America and extensive relationships with telecommunication equipment
manufacturers such as Motorola, Ericsson and Nokia US. These transactions are
anticipated to close in May and be neutral to cash earnings per share in fiscal
2000 without synergies, and accretive thereafter. Cash earnings per share is
defined as diluted earnings per share before the amortization of goodwill and
intangibles.
2
<PAGE>
BUSINESS STRATEGY
We focus on customers in high-end electronics industries who value quality,
reliability, technology and service. Our goal is to be the leading manufacturer
of standard and modified standard power supplies. To accomplish our goal, we
plan to:
- broaden our standard product line;
- expand relationships with key OEMs;
- strengthen our position as a leader in DC/DC power supplies and, in
particular, distributed power architecture products;
- pursue acquisitions; and
- maintain strong relationships with distributors.
We were incorporated in Delaware in January 1996 as a successor to a
company formed in 1973. Our principal executive offices are located at 740 Calle
Plano, Camarillo, California 93012, and our telephone number is (805) 987-8741.
You can find our website at www.power-one.com. The information found on our
website is not a part of this prospectus.
RISK FACTORS
For a discussion of certain risks that purchasers of our common stock
should consider, you should refer to our Annual Report on Form 10-K for the
fiscal year ended January 2, 2000, which is incorporated by reference into this
prospectus. See "Incorporation of Certain Documents By Reference."
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Information both included and incorporated by reference in this prospectus
contains "forward-looking statements" within the meaning of Section 27A of the
Securities Act, Section 21E of the Securities Exchange Act of 1934 and the
Private Securities Litigation Reform Act of 1995. The words "believe," "expect,"
"estimate," "may," "will," "could," "plan" or "continue" and similar expressions
are intended to identify forward-looking statements. Such forward-looking
information involves important risks and uncertainties that could materially
alter results in the future from those expressed in any forward-looking
statements made by, or on behalf of, us. These risks and uncertainties include,
but are not limited to, our ability to:
- manage our growth;
- maintain existing and form new relationships with customers;
- successfully integrate the businesses of companies that we acquire,
including Melcher, International Power Devices and HC Power, Inc.; and
- complete implementation of our Oracle Enterprise Resource Planning
system.
Other risks and uncertainties include uncertainties relating to general
domestic and international economic conditions including interest rate and
currency exchange rate fluctuations, electronics industry market conditions and
growth rates, acquisitions, the cyclical nature of our business, government and
regulatory policies, technological developments and changes in the competitive
environment in which we operate. We caution you that such forward-looking
statements are only predictions and that actual events or results may differ
materially. In evaluating such statements, you should specifically consider the
various factors that could cause actual events or results to differ materially
from those indicated by such forward-looking statements. We do not intend to
update any of these factors or to publicly announce the result of any revisions
to any of the forward-looking statements contained in or incorporated by
reference into this prospectus, whether as a result of new information, future
events or otherwise.
3
<PAGE>
SELLING STOCKHOLDERS - SHARES COVERED BY THIS PROSPECTUS
The shares offered by this prospectus were issued to the former
shareholders of HC Power, Inc. in connection with our February 29, 2000
acquisition of HC Power. In connection with the acquisition, we agreed to
register a portion of the shares issued to the stockholders named below. We are
registering those shares at the stockholders' request for possible sale.
The following table sets forth certain information regarding the beneficial
ownership of our common stock by the selling stockholders immediately before
this offering and as adjusted to reflect their sales of all of the shares of our
common stock being offered pursuant to this offering. The selling stockholders
have provided us with all information with respect to their beneficial
ownership.
<TABLE>
OWNERSHIP PRIOR TO THE OFFERING(2) OWNERSHIP AFTER OFFERING(2)
---------------------------------- ---------------------------
NUMBER OF PERCENTAGE SHARES BEING NUMBER OF PERCENTAGE
OWNER (1) SHARES OWNERSHIP OFFERED SHARES OWNERSHIP
- --------------------------------- -------------- ------------- ------------- ----------- ----------
<S> <C> <C>
Frank Colver 392,889 1.6% 130,963 261,926 1%
Trung Doung 15,087 * 8,644 6,443 *
Steve Girod 278,951 1.1% 146,966 131,985 *
Wallace Hersom 1,248,680 5.1% 416,227 832,453 3.4%
Mehron Khatiblou 28,838 * 13,149 15,689 *
Chandra Mehta 56,066 * 25,735 30,331 *
Jackie Tang 30,174 * 17,313 12,861 *
Raul Valerio 70,524 * 30,763 39,761 *
----------- -------- ---------
TOTALS 2,121,209 789,760 1,331,449
</TABLE>
- ---------------------------------
* Less than 1%.
(1) The address for each stockholder listed above is c/o HC Power, Inc., 1733
Alton Parkway, Irvine, California 92606.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and includes shares over which the
indicated beneficial owner exercises voting and/or investment power. This
information is based on 24,301,289 shares outstanding on March 24, 2000, and
assumes that the selling stockholders will sell all of the shares offered by
this prospectus.
USE OF PROCEEDS
We will not receive any of the proceeds from sales of shares by the
selling stockholders.
PLAN OF DISTRIBUTION
The selling stockholders may sell the common stock at market prices
prevailing at the time of sale, at prices related to the prevailing market
prices, at negotiated prices, or at fixed prices, which may be changed.
The selling stockholders may sell some or all of their stock through:
- ordinary brokers' transactions, which may include long or short sales;
- transactions involving cross or block trades or otherwise on the
Nasdaq National Market;
4
<PAGE>
- purchases by brokers, dealers or underwriters as principals and resale
by those purchasers for their own accounts under this prospectus;
- transactions "at the market" to or through market makers or into an
existing market for the common stock;
- other transactions not involving market makers or established trading
markets, including direct sales to purchasers or sales effected
through agents;
- transactions in options, swaps or other derivatives; or
- any combination of the foregoing or by any other legally available
means.
The selling stockholders may effect such transactions by selling shares
to or through broker-dealers, and such broker-dealers will receive
compensation in the form of discounts or commissions from the selling
stockholders and may receive commissions from the purchasers of shares for
whom they may act as agent. A broker or dealer purchasing shares from the
selling stockholders for purposes of resale may be deemed to be an
"underwriter" under the Securities Act, and any compensation received by any
such broker or dealer may be deemed underwriting compensation. Neither we nor
the selling stockholders can presently estimate the amount of such
compensation, which is to be paid by the selling stockholders; however, we
have been advised that such discounts or commissions from the selling
stockholders will not exceed those customary in the types of transactions
involved. In conjunction with sales to or through brokers, dealers, or
agents, the selling stockholders may agree to indemnify them against
liabilities arising under the Securities Act. We know of no existing
arrangements between the selling stockholders, any other stockholder, broker,
dealer, underwriter, or agent relating to the sale or distribution of the
common stock.
LEGAL MATTERS
O'Melveny & Myers LLP, Los Angeles, California, will pass upon the validity
of the shares offered by this prospectus. Attorneys at O'Melveny & Myers LLP
involved in this offering own 12,450 shares of the Company's common stock.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this registration statement by reference from the Company's
Annual Report on Form 10-K for the fiscal year ended January 2, 2000 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and therefore, we file annual, quarterly and special
reports, proxy statements and other information with the Securities and Exchange
Commission ("SEC"). You may read and copy any document we file at the SEC's
Public Reference Room at 450 Fifth Street, N.W., in Washington, D.C., 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Room. You may also obtain our SEC filings from the SEC's Website at
http://www.sec.gov.
This prospectus constitutes a part of our Registration Statement on Form
S-3 filed with the SEC under the Securities Act of 1933, as amended (the
"Securities Act"). This prospectus omits certain information contained in the
Registration Statement in accordance with the rules and regulations of the SEC.
We refer you to the Registration Statement and related exhibits for further
information with respect to the Company and the securities offered by this
prospectus. Statements contained in this prospectus concerning the provisions of
any document are not necessarily complete and, in each instance, we refer you to
the copy of such document filed as an exhibit to the Registration Statement or
otherwise filed with the SEC. Each such statement is qualified in its entirety
by such reference.
5
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. Statements made in this prospectus concerning
the provisions of any document are not necessarily complete, and, in each
instance, we refer you to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the SEC. The information
incorporated by reference is considered to be part of this prospectus. When we
file information with the SEC in the future, that information will automatically
update and supersede this information. We incorporate by reference the documents
listed below and any future filings we will make with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934:
1. Annual Report on Form 10-K for the fiscal year ended January 2, 2000;
2. Current report on Form 8-K dated March 13, 2000; and
3. The description of our common stock contained in our Registration
Statement on Form 8-A filed under the Exchange Act on August 19, 1997, which
incorporates by reference the description of our common stock contained in our
Registration Statement on Form S-1 (Registration No. 333-32889), as filed with
the SEC on August 5, 1997, including any amendment or reports filed for the
purpose of updating such description.
You may request a copy of these filings, at no cost, by writing or
telephoning our transfer agent at the following address:
American Stock Transfer & Trust Company
40 Wall Street
New York, New York 10065
(212) 936-5100
6
<PAGE>
TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
POWER-ONE, INC.................................................................2
RISK FACTORS...................................................................3
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS..............................3
SELLING STOCKHOLDERS - SHARES COVERED BY THIS PROSPECTUS.......................4
USE OF PROCEEDS................................................................4
PLAN OF DISTRIBUTION...........................................................4
LEGAL MATTERS..................................................................5
EXPERTS........................................................................5
WHERE YOU CAN FIND MORE INFORMATION............................................5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................6
</TABLE>
[POWER-ONE LOGO]
789,760 SHARES OF COMMON STOCK OFFERED BY SELLING STOCKHOLDERS
------------
PROSPECTUS
------------
_________, 2000
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE HEREBY. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER WOULD BE
UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS DOES NOT IMPLY THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses to be incurred by
the Company in connection with the sale of the common stock being registered.
All amounts are estimates except the SEC Registration Fee. All the expenses of
this offering will be borne by the Company.
<TABLE>
<CAPTION>
AMOUNT
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<S> <C>
SEC Registration Fee................................................................. $11,344
Printing Fees........................................................................ -
Legal Fees and Expenses.............................................................. 10,000
Accounting Fees and Expenses......................................................... 15,000
Miscellaneous Fees and Expenses...................................................... 656
--------
Total ........................................................................ $37,000
--------
</TABLE>
- ---------------------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that to the fullest
extent permitted by Delaware General Corporation Law, or DGCL, a director of the
Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director. Under the DGCL, liability of
a director may not be limited (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law,
(iii) in respect of certain unlawful dividend payments or stock redemptions or
repurchases and (iv) for any transaction from which the director derives an
improper personal benefit. The effect of the provisions of the Company's
Certificate of Incorporation is to eliminate the rights of the Company and its
stockholders (through stockholders' derivative suits on behalf of the Company)
to recover monetary damages against a director for breach of the fiduciary duty
of care as a director (including breaches resulting from negligent or grossly
negligent behavior), except in the situations described in clauses (i) through
(iv) above. This provision does not limit or eliminate the rights of the Company
or any stockholder to seek nonmonetary relief, such as an injunction or
rescission, in the event of a breach of a director's duty of care. In addition,
the Company's Certificate of Incorporation provides that the Company shall
indemnify its directors, officers, employees and agents against losses incurred
by any such person because such person was acting in such capacity.
The Company has entered into agreements (the "Indemnification
Agreements") with each of the directors and officers of the Company pursuant to
which the Company has agreed to indemnify such director or officer from claims,
liabilities, damages, expenses, losses, costs, penalties or amounts paid in
settlement incurred by such director or officer in or arising out of such
person's capacity as a director, officer, employee and/or agent of the Company
or any other corporation of which such person is a director or officer at the
request of the Company to the maximum extent provided by applicable law. In
addition, such director or officer is entitled to an advance of expenses to the
maximum extent authorized or permitted by law.
To the extent that the Board of Directors or the stockholders of the
Company wish to limit or repeal the ability of the Company to provide
indemnification as set forth in the Company's Certificate of Incorporation, such
repeal or limitation may not be effective as to directors and officers who are
parties to the Indemnification Agreements, because their rights to full
protection would be contractually assured by the Indemnification Agreements. It
is anticipated that similar contracts may be entered into, from time to time,
with future directors of the Company.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
<S> <C>
4.1 Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to registrant's
Registration Statement on Form S-1 (Registration Statement 333-32889), as filed with the SEC on September 12, 1997)
5.1 Opinion of O'Melveny & Myers LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of O'Melveny & Myers LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of this registration statement)
</TABLE>
- -----------
ITEM 17. 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"), unless the information required to be
included in such post-effective amendment is contained in a
periodic report filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 and
incorporated herein by reference;
(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, represents a
fundamental change in the information set forth in the
registration statement, unless the information required to be
included in such post-effective amendment is contained in a
periodic report filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 and
incorporated herein by reference; 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.
(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.
(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 of 1933 (the "Securities
Act") each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this 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 14 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 hereunder, 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 Act and will be governed by the final adjudication of such
issue.
II-2
<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-3 and has duly caused this
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Camarillo, State of
California on April 6, 2000.
POWER-ONE, INC.
By: /s/ Steven J. Goldman
--------------------------------------
Steven J. Goldman
Chairman of the Board and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Steven J. Goldman and Eddie K.
Schnopp, and each of them acting individually, as his attorney in fact and
agent, each with full power of substitution, for him in any and all capacities,
to sign any and all amendments to this Registration Statement (including
post-effective amendments), and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, 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 or any of them or their
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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Steven J. Goldman Chairman of the Board and Chief Executive Officer
----------------------------------- (Principal Executive Officer) April 6, 2000
Steven J. Goldman
/s/ Eddie K. Schnopp Senior Vice President - Finance, Chief Financial
----------------------------------- Officer and Secretary April 6, 2000
Eddie K. Schnopp (Principal Financial and Accounting Officer)
/s/ Jon E.M. Jacoby
----------------------------------- Director April 6, 2000
Jon E.M. Jacoby
/s/ Hanspeter Brandli
----------------------------------- Director April 6, 2000
Hanspeter Brandli
/s/ Jay Walters
----------------------------------- Director April 6, 2000
Jay Walters
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
<S> <C>
4.1 Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to registrant's
Registration Statement on Form S-1 (Registration Statement 333-32889), as filed with the SEC on September 12, 1997)
5.1 Opinion of O'Melveny & Myers LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of O'Melveny & Myers LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of this registration statement)
</TABLE>
- -----------
II-4
<PAGE>
EXHIBIT 5.1
[O'MELVENY & MYERS LLP LETTERHEAD]
April 6, 2000 Our File Number
681,331-030
Power-One, Inc.
740 Calle Plano
Camarillo, California 93012
RE: REGISTRATION STATEMENT ON FORM S-3 OF 789,760 SHARES OF COMMON STOCK
Ladies and Gentlemen:
At your request, we have examined the registration statement on Form
S-3 filed by Power-One, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission (the "Commission"), in connection with the
registration under the Securities Act of 1933, as amended, of up to 789,760
shares of the Company's common stock, par value $0.001 per share (the "Shares")
to be offered by selling stockholders, and the prospectus included therein. The
registration statement and the prospectus, excluding the documents incorporated
in them by reference, are herein referred to as the "Registration Statement" and
the "Prospectus," respectively. Please be advised that attorneys at O'Melveny &
Myers LLP involved in this offering own 12,450 shares of the Company's common
stock.
In our capacity as your counsel, we have examined originals or copies
of those corporate and other records and documents we considered appropriate. In
addition, we have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity with originals of
all documents submitted to us as copies.
On the basis of such examination, our reliance upon the assumptions in
this opinion and our consideration of those questions of law we considered
relevant, and subject to the limitations and qualifications in this opinion, we
are of the opinion that the Shares are validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion in the Registration
Statement and to the reference to this firm under the heading "Legal Matters" in
the Prospectus constituting part of the Registration Statement.
Respectfully submitted,
O'MELVENY & MYERS LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement of Power-One, Inc. on Form S-3 of our report dated February 18, 2000,
except for Note 16, as to which the date is March 31, 2000, appearing in the
Annual Report on Form 10-K of Power-One, Inc. for the year ended January 2,
2000, and to the reference to us under the heading "Experts" in this
Registration Statement.
DELOITTE & TOUCHE LLP
Los Angeles, California
April 6, 2000
