<PAGE>
As filed with the Securities and Exchange Commission on October 15, 1999
Registration No. 333-_________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
ATG INC.
(Exact name of registrant as specified in its charter)
California 94-2657762
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
--------------------
47375 Fremont Boulevard
Fremont, California 94538
(Address of principal executive offices)
--------------------
ATG INC. 401(k) PROFIT SHARING PLAN
(Full title of the plan)
Doreen M. Chiu
President and Chief Executive Officer
ATG Inc.
47375 Fremont Boulevard
Fremont, California 94538
(Name and address of agent for service)
(510) 490-3008
(Telephone number, including area code,
of agent for service)
--------------------
Copies of communications to:
Brian A. Sullivan, Esq.
Miller & Holguin
1801 Century Park East
Seventh Floor
Los Angeles, California 90067
(310) 556-1990
--------------------
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share(1) Price(1) Registration Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 150,000 shares $4.83 $724,500 $201.42
- ---------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). The price
per share and aggregate offering price are based upon the average of
the high and low price of the Company's Common Stock on October 11,
1999, as reported on the National Association of Securities Dealers
Automated Quotation System.
<PAGE>
INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
The following documents filed by ATG Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement:
1. The Company's annual report on Form 10-K for the year ended December
31, 1998, as amended effective on September 15, 1999;
2. The Company's quarterly report on Form 10-Q for the quarter ended
March 31, 1999;
3. The Company's quarterly report on Form 10-Q for the quarter ended June
30, 1999;
4. The Company's Amendment No. 1 to Form 8-K dated December 1, 1998 and
filed as of August 4, 1999;
5. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A under the Securities Exchange Act
of 1934 (the "Exchange Act"), Commission file number 0- 23781; and
6. All reports and other 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 which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
Registration Statement from the date of the filing of such reports and
documents.
DESCRIPTION OF SECURITIES
-------------------------
Not applicable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
Not applicable.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
The Company's Amended and Restated Articles of Incorporation, as amended
("Articles"), provide that, pursuant to the California Corporations Code, the
liability of the directors of the Company for monetary damages shall be
eliminated to the fullest extent permissible under California law. This is
intended to eliminate the personal liability of a director for monetary damages
in an action brought by, or in the right of, the Company for breach of a
director's duties to the Company or its shareholders. This provision in the
Articles does not eliminate the directors' fiduciary duty and does not apply for
certain liabilities: (i) for acts or omissions that involve intentional
misconduct or a knowing and culpable violation of law; (ii) for acts or
omissions that a director believes to be contrary to the best interests of the
Company or its shareholders or that involve the absence of good faith on the
part of the director; (iii) for any transaction from which a director derived an
improper personal benefit; (iv) for acts or omissions that show a reckless
disregard for the director's duty to the Company or its shareholders in
circumstances in which the director was aware, or should have been aware, in the
ordinary course of performing a director's duties, of a risk of serious injury
to the Company or
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<PAGE>
its shareholders; (v) for acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
Company or its shareholders; (vi) with respect to certain transactions or the
approval of transactions in which a director has a material financial interest;
and (vii) expressly imposed by statute for approval of certain improper
distributions to shareholders or certain loans or guarantees. This provision
also does not limit or eliminate the rights of the Company or any shareholder to
seek non-monetary relief such as an injunction or rescission in the event of a
breach of a director's duty of care.
The Articles also authorize the Company to indemnify the directors and
officers of the Company to the fullest extent permissible under California law.
Section 317 of the California Corporations Code ("Section 317") provides that a
California corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative (other than
action by or in the right of the corporation), by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise, against expenses, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his conduct was unlawful.
Section 317 also provides that a California corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted under similar standards, except that no
indemnification may be made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.
Section 317 provides further that to the extent a director or officer of a
California corporation has been successful in the defense of any action, suit or
proceeding referred to in the previous paragraphs or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification authorized by Section 317 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 317.
EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable.
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<PAGE>
EXHIBITS
--------
EXHIBIT DESCRIPTION OF EXHIBIT
------- ----------------------
NUMBER
------
4.1 Articles of Incorporation of the Company*
4.2 Specimen Common Stock Certificate*
5.1 Opinion of Miller & Holguin
5.2 Internal Revenue Service Determination
Letter
23.1 Consent of PricewaterhouseCoopers L.L.P.
23.2 Consent of Miller & Holguin. Reference is
made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to
the signature page.
________________________
*Filed as an exhibit to the Company's Registration Statement on Form
S-1 (No. 333-46107), as amended through the date hereof, which exhibit
is incorporated herein by reference.
UNDERTAKINGS
------------
1. The undersigned registrant hereby undertakes:
(a) 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 such 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 such registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) promulgated under the Securities Act if, in
the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in such effective registration statement; and
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<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in such
registration statement or any material change to such
information in such registration statement;
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) shall
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
such registration statement.
(b) 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 herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) 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.
2. 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 this Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
3. 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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<PAGE>
SIGNATURES
----------
THE REGISTRANT. 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 the 15th day of October, 1999.
ATG INC.
By: /s/ Doreen M. Chiu
-----------------
Doreen M. Chiu
President and Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Doreen M. Chiu and Steven J. Guerrettaz,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, 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/ Doreen M. Chiu Chairman, Chief Executive
- -------------------------------- Officer and President
Doreen M. Chiu (Principal Executive Officer) October 15, 1999
/s/ Steven J. Guerrettaz Chief Financial Officer
- -------------------------------- and Director (Principal
Steven J. Guerrettaz Financial and Accounting October 15, 1999
Officer)
/s/ Frank Y. Chiu
- -------------------------------- Director October 15, 1999
Frank Y. Chiu
/s/ William M. Hewitt
- -------------------------------- Director October 15, 1999
William M. Hewitt
</TABLE>
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<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT
-------
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
4.1 Articles of Incorporation of the Company*
4.2 Specimen Common Stock Certificate*
5.1 Opinion of Miller & Holguin
5.2 Internal Revenue Service Determination
Letter
23.1 Consent of PricewaterhouseCoopers L.L.P.
23.2 Consent of Miller & Holguin. Reference is
made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to
the signature page.
________________________
*Filed as an exhibit to the Company's Registration Statement on Form
S-1 (No. 333-46107), as amended through the date hereof, which
exhibit is incorporated herein by reference.
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<PAGE>
EXHIBIT 5.1
[MILLER & HOLGUIN LETTERHEAD]
October 15, 1999
ATG Inc.
47375 Fremont Boulevard
Fremont, California 94538
Ladies and Gentlemen:
We are providing this opinion with respect to certain matters in connection
with the filing by ATG Inc. (the "Company") of a Registration Statement on Form
S-8 (the "Registration Statement") with the Securities and Exchange Commission
covering the offering of up to 150,000 shares of the Company's Common Stock, no
par value per share (the "Common Stock"), pursuant to the ATG Inc. 401(k) Profit
Sharing Plan (the "401(k) Profit Sharing Plan") (collectively, the "Shares").
In connection with this opinion, we have examined and relied upon the
Registration Statement and related Prospectus, the Company's Amended and
Restated Articles of Incorporation and its Bylaws, as amended, the 401(k) Profit
Sharing Plan, resolutions of the Company's Board of Directors dated January 13,
1999 and August 27, 1998, and such other documents, records, certificates,
memoranda and other instruments as we deem necessary or appropriate to enable us
to render this opinion. In rendering this opinion, we have assumed the
genuineness and authenticity of all signatures on original documents, the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof, and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares newly issued by the Company, when issued and sold in
accordance with the terms of (A) the 401(k) Profit Sharing Plan and (B) the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
MILLER & HOLGUIN
By: /s/ Brian A. Sullivan
---------------------
Brian A. Sullivan
<PAGE>
EXHIBIT 5.2
PAGE 1 OF 1
<TABLE>
<S> <C>
Internal Revenue Service Department of the Treasury
Plan Description: Prototype Non-standardized Profit Sharing Plan with CODA
FFN: 5933493220I-084 Case: 9101748 EIN: 95-3162623
BPD: 01 Plan: 004 Letter Serial No: D358313a Washington, DC 20224
Person to Contact: Mr. Welty
CALIFORNIA CENTRAL TRUST BANK CORP
Telephone Number: (202) 566-4111
15253 BAKE PARKWAY
Refer Reply to: E;EP:0:2
IRVINE CA 92718
Date: 05/24/91
</TABLE>
Dear Applicant:
In our opinion, the form of the plan identified above is acceptable under
section 401 of the Internal Revenue Code for use by employers for the benefit of
their employees. This opinion relates only to the acceptability of the form of
the plan under the Internal Revenue Code. It is not an opinion of the effect of
other Federal or local statutes.
You must furnish a copy of this letter to each employer who adopts this plan.
You are also required to send a copy of the approved form of the plan, any
approved amendments and related documents to each Key District Director of
Internal Revenue Service in whose jurisdiction there are adopting employers.
Our opinion on the acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). Therefore, an employer adopting the form of the plan should apply for a
determination letter by filing an application with the Key District Director of
Internal Revenue Service on Form 5387, Short Form Application for Determination
for Employee Benefit Plan.
If you, the sponsoring organization, have any questions concerning the IRS
processing of this case, please call the above telephone number. This number is
only for use of the sponsoring organization. Individual participants and/or
adopting employers with questions concerning the plan should contact the
sponsoring organization. The plan's adoption agreement must include the
sponsoring organization's address and telephone number for inquiries by adopting
employers.
If you write to the IRS regarding this plan, please provide your telephone
number and the most convenient time for us to call in case we need more
information. Whether you call or write, please refer to the Letter Serial Number
and File Folder Number shown in the heading of this letter.
You should keep this letter as a permanent record. Please notify us if you
modify or discontinue sponsorship of this plan.
Sincerely yours,
/s/ [ILLEGIBLE]
Chief, Employee Plans Qualifications Branch
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in the registration statements of
ATG Inc. Form S-8 of the ATG Inc. 401(k) PROFIT SHARING PLAN of our report
dated February 26, 1999 on our audits of the consolidated financial statements
of ATG, Inc. and subsidiaries as of December 31, 1998 and 1997, and for each of
the three years in the period ended December 31, 1998 and on our audit of the
consolidated financial statement schedule, both of which reports are included
in this Annual Report on Form 10-K/A.
/s/ PricewaterhouseCoopers LLP
San Jose, Califronia
October 15, 1999
