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Filed with the Securities and Exchange Commission on June 8, 2000
Registration No. 333-__________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN XTAL TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 94-3031310
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
4281 Technology Drive
Fremont, CA 94538
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(Address of principal executive offices) (Zip code)
AMERICAN XTAL TECHNOLOGY, INC.
1997 STOCK OPTION PLAN AND
1998 EMPLOYEE STOCK PURCHASE PLAN AND
INDIVIDUAL OPTION AGREEMENTS GRANTED UNDER THE LYTE OPTRONICS
1998 STOCK OPTION PLAN AND
ASSUMED BY AMERICAN XTAL TECHNOLOGY, INC.
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(Full title of the plan)
Morris S. Young
President and Chief Executive Officer
American Xtal Technology, Inc.
4281 Technology Drive
Fremont, CA 94538
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (510) 683-5900.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of Securities to Amount to be offering price aggregate offering Amount of
be registered(1) registered(2) per share(3) price(3) registration fee
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<S> <C> <C> <C> <C>
1997 Stock Option Plan
Common Stock 2,320,318 $ 40.00 $ 92,812,720
Par Value $0.001 679,682 $ 28.89 $ 19,636,013
1998 Employee Stock
Purchase Plan
Common Stock 650,000 $ 34.00 $ 22,100,000
Par Value $0.001
Assumed Options
Common Stock 101,501 $ 7.20 $ 730,807.20
Par Value $0.001
TOTALS 3,751,501 $ 135,279,540.20 $ 35,713.70
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1. The securities to be registered include options and rights to acquire
Common Stock.
2. Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.
3. Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to shares subject to outstanding but unexercised options
under the 1997 Stock Option Plan, the price is computed on the basis of the
weighted average exercise price. As to the remaining shares under the 1997 Stock
Option Plan, the price is based upon the average of the high and low prices of
the Common Stock on June 5, 2000, as reported on the Nasdaq National Market. The
1998 Employee Stock Purchase Plan establishes a purchase price equal to 85% of
the fair market value of the Company's Common Stock, and, therefore, the price
for shares under this plan is based upon 85% of the average of the high and low
prices of the Common Stock on June 5, 2000 as reported on the Nasdaq National
Market. As to shares outstanding under the Assumed Options, the price is
computed on the basis of the weighted average exercise price.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
American Xtal Technology, Inc. (the "Company") hereby incorporates
by reference in this registration statement the following documents:
(a) The Company's latest annual report on Form 10-K filed pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended December 31, 1999.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the registrant
document referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on April 24, 1998, under the
Exchange Act, including 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 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
The class of securities to be offered is registered under Section
12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit. As permitted by the statute,
the
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Company has adopted provisions in its Certificate of Incorporation which
eliminate to the fullest extent permissible under Delaware law the personal
liability of its directors to the Company and its stockholders for monetary
damages for breach or alleged breach of their duty of care.
Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers, directors, employees and agents of
a corporation. The Bylaws of the Company provide for indemnification of its
directors, officers, employees and agents to the full extent permitted by
Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's Bylaws also empower
it to enter into indemnification agreements with its directors and officers and
to purchase insurance on behalf of any person whom it is required or permitted
to indemnify. The Company has entered into agreements with its directors and
certain of its executive officers that require the Company to indemnify such
persons to the fullest extent permitted under Delaware law against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or an executive officer
of the Company or any of its affiliated enterprises. The indemnification
agreements also set forth certain procedures that will apply in the event of a
claim for indemnification thereunder.
Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification in terms sufficiently broad to indemnify such
individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act").
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
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;
(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)
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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 (1)(i) and (l)(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.
(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.
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.
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 foregoing provisions, 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.
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SIGNATURE
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 Fremont, State of California, on June 7, 2000.
American Xtal Technology, Inc.
By: /s/ Donald L. Tatzin
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Donald L. Tatzin, Vice President and
Chief Financial Officer
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SIGNATURES AND POWER OF ATTORNEY
The officers and directors of American Xtal Technology, Inc., whose
signatures appear below, hereby constitute and appoint Morris S. Young and
Donald L. Tatzin, and each of them, their true and lawful attorneys and agents,
with full power of substitution, each with power to act alone, to sign and
execute on behalf of the undersigned any amendment or amendments to this
registration statement on Form S-8, and each of the undersigned does hereby
ratify and confirm all that each of said attorney and agent, or their or his
substitutes, shall 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.
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Signature Title Date
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<S> <C> <C>
/s/ Morris S. Young Chairman of the Board and Chief Executive June 7, 2000
---------------------------------------- Officer
Morris S. Young (Principal Executive Officer)
/s/ Donald L. Tatzin Director, Vice President and Chief June 7, 2000
---------------------------------------- Financial Officer (Principal Financial and
Donald L. Tatzin Accounting Officer)
/s/ Jesse Chen Director June 7, 2000
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Jesse Chen
/s/ B.J. Moore Director June 7, 2000
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B.J. Moore
/s/ Theodore Young Director June 7, 2000
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Theodore Young
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EXHIBIT INDEX
4.1 Certificate of Incorporation of the Company is incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement
on Form S-1 filed with the Securities and Exchange Commission on
May 11, 1998 (No. 333-48085)
4.2 Bylaws of the Company are incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on May 11, 1998 (No.
333-48085)
4.3 Agreement and Plan of Reorganization by and among American Xtal
Technology, Inc., Monterey Acquisition Corp., Lyte Optronics,
Inc. and certain stockholders of Lyte Optronics, Inc. dated as of
May 27, 1999, is incorporated by reference to Exhibit 2.1 to the
Company's Form 8-K filed with the Securities and Exchange
Commission on June 14, 1999.
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included in signature pages to this
registration statement)
