<PAGE>
As filed with the Securities and Exchange Commission on February 25, 2000
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
COORSTEK, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-0178380
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
16000 Table Mountain Parkway
Golden, Colorado 80403
(Address of Principal Executive Offices, including zip code)
________________________
COORSTEK, INC. EMPLOYEE STOCK PURCHASE PLAN
COORSTEK, INC. STOCK OPTION AND INCENTIVE PLAN
COORSTEK, INC. SAVINGS AND INVESTMENT PLAN
(Full titles of the Plans)
________________________
Katherine A. Resler, Esq. Copy to:
General Counsel and Secretary Whitney Holmes, Esq.
CoorsTek, Inc. Hogan & Hartson L.L.P.
16000 Table Mountain Parkway 1200 Seventeenth Street, Suite 1500
Golden, Colorado 80403 Denver, Colorado 80202
(303) 271-7100 (303) 899-7300
(Name, address and telephone number, including area code, of agent for service)
________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed maximum Proposed maximum Amount of
Title of securities to be offering price aggregate offering registration
to be registered Registered per share (1) price (1) fee (1)
<S> <C> <C> <C> <C>
Common stock, par value $.01 per share (2) 4,500,000 $18.6875 $84,093,750 $22,200.75
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the
"Act"), this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the CoorsTek, Inc. Savings and
Investment Plan described herein.
(1) Estimated pursuant to Rule 457(c) and (h) of the Securities Act of 1933
solely for purposes of calculating the amount of registration fee.
(2) The Registrant is registering 1,000,000 shares of its common stock, par
value $.01 per share ("Common Stock"), for issuance pursuant to its
Employee Stock Purchase Plan, 2,500,000 shares of its Common Stock for
issuance pursuant to its Stock Option and Incentive Plan and 1,000,000
shares of its Common stock for issuance pursuant to its Savings and
Investment Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I will be
sent or given to eligible persons participating in the CoorsTek, Inc. Employee
Stock Purchase Plan (the "ESPP"), the CoorsTek, Inc. Stock Option and Incentive
Plan (the "SOP"), and the CoorsTek, Inc. Savings and Investment Plan (the "S&I
Plan"), as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act"). (The ESPP, the SOP and the S&I Plan are collectively
referred to herein as the "Plans.") In accordance with the instructions to Part
I of Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act of 1933, as amended (the "Securities Act"). These documents and
the documents incorporated by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute the prospectus as required by
Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
If participants in the Plans call or write to Katherine A. Resler,
Esq., General Counsel and Secretary, CoorsTek, Inc., 16000 Table Mountain
Parkway, Golden, Colorado 80403, (303) 271-7100, we will provide them with
copies of the documents incorporated by reference in Item 3 of Part II of this
registration statement and other documents required to be delivered to
participants in the Plans pursuant to Rule 428(b) under the Securities Act,
without charge. The documents incorporated by reference in Item 3 of Part II of
this registration statement are incorporated by reference in the Section 10(a)
prospectus.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
CoorsTek, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the Registrant's effective registration statement,
as amended, on Form 10 filed on October 6, 1999 under the Securities Exchange
Act of 1934 (the "Exchange Act") filed by it with the Commission.
In addition, all documents filed by the Registrant subsequent to the
date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
and 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 in this
Registration Statement and to be part hereof from the date of filing of such
documents or reports.
Item 4. Description of Securities
Not applicable (the Common Stock is registered under Section 12 of the
Exchange Act).
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "DGCL")
permits each Delaware business corporation to indemnify its directors, officers,
employees and agents against liability for each such person's acts taken in his
or her capacity as a director, officer, employee or agent of the corporation if
such actions were taken in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action, if he or she had no reasonable cause to
believe his or her conduct was unlawful. Article 6 of the Registrant's Bylaws
provides that the Registrant, to the full extent permitted by Section 145 of the
DGCL, shall indemnify all past and present directors or officers of the
Registrant and may indemnify all past or present employees or other agents of
the Registrant. To the extent that a director, officer, employee or agent of the
Registrant has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in such Article 6, or in defense of any
claim, issue or matter therein, he or she shall be indemnified by the Registrant
against actually and reasonably incurred expenses (including attorneys' fees) in
connection therewith. Such expenses may be paid by the Registrant in advance of
the final disposition of the action, suit or proceeding upon receipt of an
undertaking to repay the advance if it is ultimately determined that such person
is not entitled to indemnification. As permitted by Section 102(b)(7) of the
DGCL, Section 6.5 of the Registrant's
3
<PAGE>
Certificate of Incorporation provides that no director of the Registrant shall
be liable to the Registrant for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for the unlawful payment of dividends on or redemption of the
Registrant's capital stock, or (iv) for any transaction from which the director
derived an improper personal benefit. The Registrant maintains a policy insuring
it and its directors and officers against certain liabilities, including
liabilities under the Securities Act.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
No. Exhibit
- --- -------
4.1 Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the registrant's
registration statement on Form 10/A2 filed with the Commission
Commission on December 14, 1999)
4.2 Form of Rights Agreement
(incorporated by reference to Exhibit 4.1 to the registrant's
registration statement on Form 10/A2 filed with the Commission
Commission on December 14, 1999)
5 Opinion of Hogan & Hartson L.L.P.
23.1 Consent of Independent Accountants
23.2 Consent of Hogan & Hartson L.L.P. (contained in its legality opinion
filed as Exhibit 5)
24 Power of Attorney
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act;
4
<PAGE>
(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. 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) if, in the aggregate,
the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table
in the effective 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 registration statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in the
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 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, 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.
5
<PAGE>
(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 foregoing provisions, 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 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.
6
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
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 Golden, State of Colorado, on this 25th day of
February, 2000.
COORSTEK, INC., a Delaware corporation
By: /s/ John K. Coors
------------------
John K. Coors,
President
Signature Title
- --------- -----
* Chairman and Chief Executive Officer and Director
- ------------------------
Joseph Coors, Jr.
/s/ John K. Coors President and Director
- ------------------------
John K. Coors
* Chief Financial Officer
- ------------------------
Joseph G. Warren, Jr.
* Director
- ------------------------
David A. Coulter
* Director
- ------------------------
John E. Glancy
* Director
- ------------------------
John Markle, III
* Director
- ------------------------
Donald E. Miller
* Director
- ------------------------
Kimberly S. Patmore
* Director
- ------------------------
Robert L. Smialek
* By: /s/ John K. Coors
-----------------
John K. Coors
as attorney-in-fact
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
CoorsTek, Inc. Savings and Investment Plan Committee has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Golden, State of Colorado, on this 25th day of
February, 2000.
COORSTEK, INC. SAVINGS
AND INVESTMENT PLAN
By: /s/ Joseph G. Warren, Jr.
-------------------------
Joseph G. Warren, Jr.
Chairman of the CoorsTek, Inc. Savings
and Investment Plan Committee,
as Plan Administrator
<PAGE>
EXHIBIT INDEX
Exhibit
No. Exhibit
- --- -------------------------------------------------------------
4.1 Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the
registrant's registration statement on Form 10/A2 filed with
the Commission on December 14, 1999)
4.2 Form of Rights Agreement
(incorporated by reference to Exhibit 4.1 to the
registrant's registration statement on Form 10/A2 filed with
the Commission on December 14, 1999)
5 Opinion of Hogan & Hartson L.L.P.
23.1 Consent of Independent Accountants
23.2 Consent of Hogan & Hartson L.L.P. (contained in its legality
opinion filed as Exhibit 5)
24 Power of Attorney
<PAGE>
Exhibit 5
February 25, 2000
Board of Directors
CoorsTek, Inc.
16000 Table Mountain Parkway
Golden, Colorado 80403
Ladies and Gentlemen:
We are acting as counsel to CoorsTek, Inc., a Delaware corporation (the
"Company"), in connection with its registration statement on Form S-8 (the
"Registration Statement"), filed with the Securities and Exchange Commission
relating to the proposed public offering of up to 4,500,000 shares of the
Company's common stock, par value $0.01 per share, all of which shares (the
"Shares") are to be sold by the Company. This opinion letter is furnished to you
at your request to enable you to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. (S) 229.601(b)(5), in connection with the Registration
Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Certificate of Incorporation of the Company, as certified by the
Secretary of the State of the State of Delaware on December 29, 1999
and by the Secretary of the Company on the date hereof as being
complete, accurate and in effect.
3. The Bylaws of the Company, as certified by the Secretary of the
Company on the date hereof as being complete, accurate and in effect.
4. Copies of the CoorsTek, Inc. Employee Stock Purchase Plan, the
CoorsTek, Inc. Stock Option and Incentive Plan and the CoorsTek, Inc.
Savings and Investment Plan (collectively, the "Plans").
5. Resolutions of the Board of Directors of the Company adopted by
unanimous written consent on October 21, 1999 and on December 7, 1999,
as certified by the Secretary of the Company on the date hereof as
being complete, accurate, and in effect, relating to the issuance and
sale of the Shares and arrangements in connection therewith.
6. Resolutions of the Board of Directors of the ACX Technologies, Inc.,
the sole stockholder of the Company prior to December 31, 1999, dated
August 31, 1999 and October 21, 1999, as certified by the Secretary of
the Company on the date hereof as being complete, accurate, and in
effect, relating to the adoption and approval of the Plans.
<PAGE>
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on the Delaware
General Corporation Law, as amended. We express no opinion herein as to any
other laws, statutes, ordinances, rules, or regulations. As used herein, the
term "Delaware General Corporation Law, as amended" includes the statutory
provisions contained therein, all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of the opinion
that following (i) effectiveness of the Registration Statement, (ii) issuance of
the Shares pursuant to the terms of the Plans, and (iii) receipt by the Company
of the consideration for the Shares specified in resolutions of the Board of
Directors or a committee of the Board of Directors authorizing the issuance
thereof, the Shares will be validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for your use in connection with the
Registration Statement and speaks as of the date hereof. We assume no obligation
to advise you of any changes in the foregoing subsequent to the delivery of this
opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
2
<PAGE>
Exhibit 23.1
------------
Consent of Independent Accountants
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 24, 1999 relating to the
financial statements of CoorsTek, Inc., which appear in the Registration
Statement on Form 10 filed October 6, 1999 for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
February 25, 2000
<PAGE>
Exhibit 24
----------
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
Joseph Coors, Jr. and John K. Coors and each of them, with full power to act
without the other, 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 (until revoked in writing), to sign any and all
amendments (including post-effective amendments thereto) to this Form S-8
Registration Statement of CoorsTek, Inc. and to file the same, with all Exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-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 fully to all intents and purposes as he might or could
do in person thereby ratifying and confirming all that said attorney-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 17th day of February, 2000.
Signature Title
- --------- -----
/s/ Joseph Coors, Jr. Chairman and Chief Executive Officer and Director
- ---------------------------
Joseph Coors, Jr.
/s/ John K. Coors President and Director
- ---------------------------
John K. Coors
/s/ Joseph G. Warren, Jr. Chief Financial Officer
- ---------------------------
Joseph G. Warren, Jr.
/s/ David A. Coulter Director
- ---------------------------
David A. Coulter
/s/ John E. Glancy Director
- ---------------------------
John E. Glancy
/s/ John Markle, III Director
- ---------------------------
John Markle, III
/s/ Donald E. Miller Director
- ---------------------------
Donald E. Miller
/s/ Kimberly S. Patmore Director
- ---------------------------
Kimberly S. Patmore
<PAGE>
/s/ Robert L. Smialek Director
- -------------------------
Robert L. Smialek
